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Investor Presentation

Investor Presentation - norwegian.com€¦ · Norwegian Reward Developing subsidiary services 8 Norwegian Reward is an attractive program An increasingly popular program Awarded Program

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Investor Presentation

Transaction and market update

NOTE DISCLAIMERS

ON PAGES 36-37

Transaction summary

3

The Private

Placement

• Private placement directed towards institutional investors (subject to applicable legal restrictions)

• Price to be set through a bookbuilding exercise, with preferential allocation to existing shareholders,

and minimum subscription amount in a NOK amount corresponding to EUR 100,000

• The Board of Directors will consider to carry out a subsequent offering directed towards shareholders

not allocated shares in the private placement

• Arctic Securities, Carnegie, Danske Bank, Norwegian Branch and Pareto Securities acting as Joint

Lead Managers

Equity raised to

ensure capital

ratios during

expansion

• Private placement of NOK 1,300 million. HBK will subscribe for its pro rata share

• Strengthening buffer to be better positioned for increasing fuel price and currency fluctuations

• Strong bookings, but seasonally weak earnings expected through April 2018

• Contemplated equity raise ensures substantial buffer to bond covenant of NOK 1,500 million equity

requirement

• Capital ratios further enhanced through ongoing surplus aircraft disposal program

• Financing initiatives means no need for additional funding of working capital or PDPs

Settlement and

conditions

• Private Placement carried out in two tranches;

• Tranche 1 consists of 8.25% of share capital with settlement on or about 23 March 2018 (only

subject to Board approval)

• Tranche 2 consists of all remaining shares with settlement immediately following the approval

by an EGM, expected to be held on or about 4 April 2018

• A potential subsequent offering will likely be carried out during May 2018

• Investors allocated shares in the Private Placement undertake to vote in favor of share issue at the

EGM

Note: Please refer to the Term Sheet and Application Agreement dated 20 March 2018 for the complete terms of the Private Placement

Fleet expansion and financial initiatives

Equity issue of NOK 1.3 bn to significantly strengthen capital buffer against currency fluctuations and unstable markets

Growth in wide body fleet peaking in H1 ‘18Nine 787s scheduled for delivery in H1 ’18 and two in H2 ‘18

Total fleet of 30 787s by summer ‘18

Final delivery of current order in 2020, for a total fleet of 42 787s

Arctic Aviation Assets (“AAA”) signed LOI for PDP financing of six 787-9 Dreamliners with back stop SLB agreements

Deliveries in 2018 and 2019

Improves liquidity with USD 250m

Cash position driven by strong presalesNo need for additional funding of working capital or PDPs

AAA in discussions of selling up to five Airbus 320neosEstimated gain of USD 15-20m

Currently 65 additional Airbus 320neos on order

Currently reviewing strategic opportunities for Norwegian RewardIncluding incorporation and ownership

9 million members expected by year-end ‘18

4

Overall bookings ahead of last year

5Booked and paid travels as of March 13, 2018 and March 14, 2017 (corresponding weekday).

Easter season in 2018 24 March – 2 April

Q1 2018 market update

Stable demand despite record high growth in

production

Forward bookings ahead of last year

Higher fuel prices and stronger Euro impact cost

negatively

6

Market and business Updated guiding for 2018

Guiding for Q1 2018

Production growth (ASK): 40% (unchanged)

Unit cost excl fuel and depreciation: 0.290-0.295

(unchanged)

Unit cost incl fuel and depreciation: 0.415-0.420

(previous estimate: 0.405-0-410)

Change in estimate due to increased fuel price and headwind from

currency

NOK billion Q1 '18 Q1 '17

Revenue 7.1 5.4

EBITDA* -2.0 -1.3

EBIT* -2.3 -1.7

EBT* -2.6 -1.8*Including in the EBITDA is other losses/gains related to hedging and currency

New assumptions Previous assumptions Change

Fuel price (USD/mt) 629* 575 9 %

USD/NOK 7.71* 7.75 -1 %

EUR/NOK 9.65* 9.00 7 %

*Based on forward curves as of ultimo February

Limiting cost growth while increasing production

7

Airline cost situation

2017 unbudgeted costs Outlook for 2018

Actual and planned wetlease for ‘18 per mid-March’18 is 4.3 production months (incl in guiding) vs 29.3 last year

Will still see high growth and low utilization of staff in wide body in H1 ‘18, improving rapidly in H2

Secured new collective bargaining agreements with Scandinavian, Spanish, Italian and UK unions

Operational challenges during the summer season lead

to extensive use of wetlease

46% staff growth on 25% production growth in 2017

Wide body: To prepare for the extensive growth in H1 ‘18

Narrow body: To avoid pilot shortages in summer ‘18

Operating cost EBIT level per ASK (NOK)

Sources: Based on latest official annual reports

Norwegian Reward

Developing subsidiary services

8

Norwegian Reward is an attractive program

An increasingly popular program

Awarded Program of the Year in

Europe by Freddie Awards in 2017

Strongly growing fundamentals

Million members

A solid network of partners

>50% of cash points earned from

external partners

Million cash points earned,

accumulated

8

FFPs provide significant earnings and value

Strategic review of Norwegian Reward (incl ownership) initiated

FFPs more worth than airlines

Estimated FPP value versus equity

value airlines $bn

Highly valued members3)

€ value per FFP member acquisitions

High margin business

Loyalty EBIT margins 20171)

Strong contribution to profits

Earnings contribution

announcements

21%

24%

24%

35%Loyalty EBIT

~$600m in 2022

MileagePlus

+$0.3bn by 2018

Amex contribution

$4bn in 2021

50% stake

9270% stake

11820% stake

14335% stake

17330% stake

33

91

20% stake

Sources: FactSet, Qantas, United, Delta, EY, Mumbrella, Loyaltylobby.com, Etihad, Stifel

Note: 1) As of 14 March 2018 2) As of 20 March 2017 3) % stake acquired by FFP

FFP = Frequent flyer programme

8

20

27

26

33

Loyalty2)Company1)

35

40

10

29

38

Investment highlights

Investment highlights

10

3rd largest low

cost airline in

Europe

• Strong footprint in the Nordic region and selected European markets

• 6th largest overall airline in Europe

• 7th largest low cost airline in the world

• A moderate single digit growth rate in short haul going forward

Young fleet with

low operational

cost

• Average age of fleet of 3.6 years

• Low fuel cost through a modern and fuel efficient fleet

• Continue to reduce unit cost and strengthen competitive advantage vs legacy peers

• Order book with 210+ aircraft on order

• Leasing option to third parties adds flexibility to growth rates

First mover

advantage in

European low

cost long haul

• Successful launch of long haul with 787 Dreamliners has reached critical mass

• Build scalable organization and gained operating licenses for traffic rights

• Ramping up widebody operations to 32 aircraft by end 2018 (42 by 2020)

• Boeing 737 MAX 8 operating new innovative Trans-Atlantic routes

Financing

flexibility and

availability

• Export credit financing with JOLCO, and Insurance syndicate (AFIC)

• EETC (Enhanced Equipment Trust Certificates), Private Placements, Commercial Banks

• Sale and leaseback (SLB)

• Bonds

• Manufacturer support

• Attractive assets with a liquid secondhand market

The history of Norwegian

11

222

6

15

Long haul

Boeing SKY

ATW Awards

First-800 delivery

New distribution-systemLavpris

kalenderen

Arctic Aviation

Assets Ltd

19+8

Caribbean

30

NAI approved

by DoT 2

42

NUK approved

by DoT

15+3

The future requires a flexible corporate structure

12

Ancillary

All activities not directly related

to aircraft operations

ResourcesNational entities –

Terms and conditions in tune with social welfare systems

and regulations in each individual country

Aircraft OperationsNorwegian & EU AOCs

Securing traffic rights & expansion also outside Europe

Asset / FinancialAircraft Financing Cluster

– Cape Town – ECA support – Leasing

(Securing access to financing)

Staff Dry Lease

Dry

Lease

Norwegian Air Shuttle

ASAParent Company

• Flexible corporate structure ensures appropriate platform to support international expansion

• Aircraft and leases assembled in Arctic Aviation Assets Ltd. enables ability to lease out aircraft not used in

own operation, personnel and cost optimization across geographies

• Cash-flow from operations (ticket sales) controlled by Norwegian Air Shuttle ASA (parent Company)

Financials

Highlights Q4 2017

Added one 737-800 and two 787-9s to operations

Financed the first aircraft with a combination of

UKEF and JOLCO

Agreed with the Scandinavian pilot unions on a new

three year agreement

Got concessions for 152 routes in Argentina

Launched transatlantic routes from Amsterdam,

Madrid and Milan

Norwegian Reward celebrated 10 years

Awarded best European low fare carrier by

Airlineratings.com

EBITDA excl other losses/gains negative by NOK

901 million (-250)

14

Stable load despite high ASK growth

15

30 % growth in both capacity (ASK) and traffic (RPK)

ASK 2,783 3,432 4,516 5,461 6,517 9,176 11,142 11,909 15,109 19,704

Load Factor 76.2 % 76.1 % 77.4 % 78.5 % 76.7 % 77.9 % 80.7 % 84.9 % 85.8 % 85.3 %

76.2 % 76.1 % 77.4 % 78.5 %76.7 % 77.9 %

80.7 %

84.9 % 85.8 % 85.3 %

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

01,000

2,000

3,0004,0005,000

6,000

7,0008,0009,000

10,000

11,000

12,00013,00014,000

15,000

16,00017,00018,000

19,000

20,00021,00022,000

23,000

24,000

Q4 08 Q4 09 Q4 10 Q4 11 Q4 12 Q4 13 Q4 14 Q4 15 Q4 16 Q4 17

Load

Fac

tor

Ava

ilab

le S

eat

KM

(ASK

)

ASK Load Factor Load

-0.5 p.p.

NOK million

EBT 12 mthsEBT Profit before tax

Paid taxes 12 mthsPaid taxes Paid taxes

Depreciation, amortization and rent 12 mthsDepreciation, amortization and rentDepreciation

Changes in air traffic settlement liabilities 12 mthsChanges in air traffic settlement liabilitiesChange air traffic settlement liabilities

Other adjustments 12 mthsOther adjustmentsChange working capital

Net cash flows from operating activities

Investing Activities 12 mthsInvesting ActivitiesNet cash flows from investing activities

Q4 14 Q4 15 Q4 16 Q4 17 Financing Activities 12 mthsFinancing ActivitiesNet cash flows from financial activities

EBT margin n.a. 0 % 6 % n.a. Net change in cash and cash equivalents 12 mthsNet change in cash and cash equivalentsNet change in cash and cash equivalents

Cash & Cash equivalentsCash and cash equivalents, end of period

-1,629

75

1,508

-1,067

-2,000

-1,600

-1,200

-800

-400

0

400

800

1,200

1,600

2,000

NO

K m

illio

n

Revenues 12 mthsRevenues

EBITDAR 12 mthsEBITDAR

EBITDA 12 mthsEBITDA

EBT 12 mths EBT

Net profit 12 mthsNet Profit

Q4 14 Q4 15 Q4 16 Q4 17

EBT margin n.a. n.a. 6 % n.a.

Q4 14 Q4 15 Q4 16 Q4 17

EBT -1,185 -703 300 -1,431

-1,185

-703

300

-1,431

-1,750

-1,500

-1,250

-1,000

-750

-500

-250

0

250

500

NO

K m

illio

n

1,508

1,600

2,000

Q4 EBITDAR of NOK 387 million

16

EBT development Q4 12 mths rollingEBT development Q4

Q4 17 Q4 16 Chg

12 mths rolling

Q4 17

12 mths rolling

Q4 16 Chg

Revenue 7,844 6,027 1,818 30,948 25,951 4,997

EBITDAR 387 1,357 -970 3,950 5,958 -2,009

EBITDA -652 673 -1,325 60 3,116 -3,056

Pre-tax profit (EBT) -1,431 300 -1,731 -1,067 1,508 -2,576

Net profit -919 197 -1,116 -299 1,135 -1,434

NOK million Q4 17

12 mths rolling

Q4 17

Wetlease 90 678

Growth Passenger com. and ref.

EBITDA (excl other losses/gains) bridge

17* Excl other losses/gains

Q4 14 Q4 15 Q4 16 Q4 17

2,011

2,454 2,324

4,040

-

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

4,500

NO

K m

illio

n

Strong liquidity with NOK 4 billion in cash

18

Cash development Q4Highlights

Cash from operations finances

the fleet increase

Cash flow from operations of

NOK 2.9 bn the last 12 months

(3.1 bn)

Invested NOK 3.6 bn the last 12

months

NOK million Q4 17 Q4 16 Chg

12 mths rolling

Q4 17

12 mths rolling

Q4 16 Chg NOK million

Profit before tax -1,431 300 -1,731 -1,067 1,508 -2,576 Profit before tax

Paid taxes 4 - 4 35 -29 64 Paid taxes

Depreciation 374 338 36 2,061 1,296 765 Depreciation

Change air traffic settlement liabilities -402 -445 43 1,827 652 1,176 Change air traffic settlement liabilities

Change working capital 603 13 590 45 -313 358 Change working capital

Net cash flows from operating activities -852 206 -1,058 2,901 3,114 -213 Net cash flows from operating activities

Net cash flows from investing activities -2,432 -1,112 -1,320 -3,646 -6,530 2,883 Net cash flows from investing activities

Net cash flows from financial activities 1,741 981 760 2,509 3,303 -793 Net cash flows from financial activities

Net change in cash and cash equivalents -1,527 90 -1,618 1,716 -131 -20 Net change in cash and cash equivalents

Cash and cash equivalents, end of period 4,040 2,324 1,716 4,040 2,324 1,716 Cash and cash equivalents, end of period

13 new aircraft on balance in 2017

19

Added four 787-9s, six 737 MAXs and three 320neos on balance in 2017

NOK 22.3 bn net debt (21.2 bn in Q4 2016)

9 % equity ratio (11 %)19114

2,324

Cash4,040

3,470

Current assets8,1572,241

Other assets2,422

7,156

Aircraft PDP 5,219

22,572

Aircraft25,862

0

5,000

10,000

15,000

20,000

25,000

30,000

35,000

40,000

45,000

50,000

Q4 16 Q4 17

NO

K m

illi

on

Equity4,091

4,049

Pre-sold tickets6,494

4,666

Otherliabilities

8,8105,573

PDP and bonds5,881

4,937

Aircraft financing

20,423

18,538

Q4 17 Q4 16

# aircraft B737 B787 B737 MAX A320

Export credits (UK and US) 23 7

AFIC 6

EETC 10

Private placement/banks 20 5

SLB 45

Leasing 19 14

Total 117 21 6 5

Debt mix:

Number of aircraft:

Balanced mix of funding

20

30 aircraft financed by export

credits

3.2 % average interest rate on long-

term aircraft financing (3.7 %)

95 % of aircraft financing on fixed

rates

Debt maturity profile*:

* Based on exchange rates as of 31.12.2017

Financing of incoming aircraft

21

Long-term financing secured Aircraft available for growth and sale/leasing

Significant cash resources available

A strong track record in attracting financing

Flexibility achieved through multiple sources of

financing

Reduced funding cost for long term financing in 2017

LOI signed for PDP financing of six 787-9s with delivery

in ‘18-’19. Covers both PDP and back-stop SLB

Capital requirements for the Argentina venture are

marginal – will use 737-800 aircraft from the existing

fleet to produce 0.6% of the total 2018 production

In discussions to sell up to five Airbus 320neos with an

estimated gain of USD 15-20 million

1,500

0

4,500

3,000

6,000

Q2Q1

Group cash balance

NOKm

Q1 Q4Q3Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4

Cash and cash equivalents

20172016201520142013

Total gross orderbook end-Q1 2018:737 MAX: 104

787: 15

A320neo : 65

A321LR: 30

Expect low-single digit growth annually in narrow body

H1 2017 is the last phase of the ramp-up in wide body

Have initiated process to sell off further superfluous aircraft

NOK million

Effect on balance

(approx.)

Effect on income

(approx.)

1% decrease in jet fuel price -25 102

1% depreciation of NOK against USD 65 -164

1% depreciation of NOK against EUR 20 -7

FX and fuel has opposite effects on P&L and balance

A strong track record in attracting financing

22

• Long term aircraft financing

NAS07

Size: 185 MEUR

Coupon: 7.25%

Maturity: 11 Dec-19

CommentsMain debt financing sources

• Pre-delivery payment financing

(“PDP”)

• Bond financingNAS09

Size: 250 MNOK

Coupon: 3mN+395bps

Maturity: 21 Nov-20

NAS06

Size: 1,250 MNOK

Coupon: 3mN+575bps

Maturity: 22 May-18

• Export credits (UKEF since 2017 and ex-im since 2009), combined with JOLCO

• AFIC utilized for the first time in financing of 737 MAXs in 2017

• Sale and lease-back of 737-800 aircraft

• Commercial funding

• EETC and Private Placements in 2014, 2015 and 2016

NAS08

Size: 1,000 MSEK

Coupon: 3mS+500bps

Maturity: 07 Aug-20

• PDP financing for Airbus orderbook

• LOI signed for PDP financing of six 787s with delivery in ‘18-’19

• Tenor: Matures at the delivery of each aircraft

• Covenants:

‒ Minimum equity (NOK 1,500 mill)

‒ Minimum liquidity (NOK 500 mill)

‒ Dividend payments less than 35% of net profit

Financing on track

Capex commitment (all aircraft incl PDP)USD 1.9 bn for 2018 (net: USD 1.0-1.5 bn)

USD 2.6 bn for 2019

Fleet renewal – initiated process to sell older aircraft and reduce

capex commitment

PDP financing / liquidityPDP financing for six 787s

SLB of two 737-800s in 2018

Tap of unsecured bond in January (EUR 65 million)

Undrawn credit facility of NOK 311 million (of NOK 1 bn)

Long-term financing

UKEF and JOLCO combination in Q1 2018

Utilizing a mix of long-term financing for the deliveries in 2018 to

2020 with focus on AFIC and export credits

23

Holding in Norwegian Finans Holding ASA

Treated as a financial holding from Q1 2018

Accounting for NOFI shareholding restated from Q2 ‘17 to reflect regulator’s view of NOFI as a

subsidiary holding

Change in board composition in Q1 ‘18 means accounts will revert to treat the shares as a financial

holding

Sold 6.7m shares in 2017, now holding 16.4%

Market value of total financial exposure (20%) as of 15 March ‘18: NOK 3.5 bn

Entered into TRS contracts without buyback options to uphold financial exposure

Has proven the brand’s ability to develop additional services into markets and customer bases serviced

by the airline

(For further information: See press release as of 15 March 2018)

Fleet and expansion

Adding 25 new aircraft to own operations in 2018

26

2018:Deliveries 787-9

+3,724 seats

Deliveries 737-800 and 737 MAX

+2,640 seats

Re-deliveries 737-800

-744 seats

Youngest fleet among peers

27

Source: Planespotters.net, January 20180 5 10 15 20 25

Norwegian

Aeroflot

Wizz Air

Spirit Airlines

Frontier Airlines

Emirates

Etihad

Qatar

Turkish Airlines

Ryanair

Vueling

Easyjet

Virgin America

Eurowings

Finnair

JetBlue

Flybe Group

Iberia

SAS

American Airlines

Southwest

Air France

KLM

Lufthansa

British Airways

United Airlines

Delta Airlines

Widerøe

Average fleet age

1. ---

2. +14%

3. +20%

4. +22%

5. +22%

6. +22%

7. +22%

8. +22%

9. +26%

10. +26%

11. +30%

12. +30%

13. +30%

14. +36%

15. +38%

16. +38%

17. +38%

18. +44%

19. +44%

20. +51%27

28

28

29

29

29

30

31

31

31

32

32

33

33

33

33

33

34

35

40

British Airways

Lufthansa

SAS

US Airways

Virgin Atlantic

Swiss

United

Iberia

American

Alitalia

Delta

Icelandair

KLM

Air Canada

Aeroflot

Turkish

Air France

Aer Lingus

Airberlin

Norwegian

Fuel efficiency of the top 20 airlines on transatlantic routes

28

Pax-km/L fuel

Excess fuel/

Pax-km

Industry Average

Source: “Transatlantic Airline Fuel Efficiency Ranking, 2014”, ICCT (The International Council on Clean Transportation) published November 2015

Outlook

29

2016 57,917 Discontinued

routes -283 New

routes 3,272 Frequency

changes 3,372 Discontinued

routes -52 New

routes 2,938 Frequency

changes 5,179

2017 72,343 Discontinued

routes -1,288 New

routes 2,798 Frequency

changes 7,722 Discontinued

routes -665 New

routes 8,212 Frequency

changes 13,503

2018 102,626

Paris

Milano

Change EBITDA

EBITDA*

Q4 16 -250

Narrow

Wide

Narrow

Wide

Growth driven by increased frequency in wide body operation

30

Two thirds of the 2018 growth will come from increased frequency

70 % of the ASK growth in 2018 comes from the widebody fleet

Summary

Building a strong and committed investor base

Signed LOI for PDP financing of six 787-9s

In discussions to sell up to five A320neos

Reviewing further potential sale of aircraft

Holding in NOFI treated as financial from Q1 ’18

Reviewing strategic opportunities for Norwegian

Reward

Entering the last phase of extensive growth before

returning to a focus on profitability

Strengthening equity to meet the future more

robust

31

Norwegian offers more than 500 routes to over 150 destinations

32

Risk factors (1/3)

An investment in securities is associated with risk. Prior to taking any investment decision, it is important to carefully analyse the risk facts that are

considered to be of importance as regards the future performance of Norwegian and the new shares. These risk factors include, among others, the

following risks mainly related to the industry and business of Norwegian:

Risks related to the airline industry:

The demand for air travel, Norwegian's profitability and its ability to finance its operations have been and may continue to be adversely affected by

the economic downturn in both the global and local markets.

Demand for airline travel and Norwegian's business is subject to strong seasonal variations.

Norwegian operates in a highly competitive industry.

Overcapacity in the airline industry may continue or increase in the future.

Norwegian is exposed to risks associated with the price and availability of jet fuel.

The airline industry is characterized by low profit margins and high levels of fixed costs.

The airline industry has experienced, and may continue to experience, consolidation.

Airlines are dependent on access to suitable airports, and such airports meeting the operational needs of the industry.

Airlines are exposed to risk of losses from air crashes and similar disasters, design defects and operational malfunctions.

Epidemics, pandemics or natural disasters can adversely affect the demand for air travel.

Airline insurance may become too difficult or expensive to obtain, which could expose Norwegian to substantial loss and may have a material

adverse effect on Norwegian's business, financial condition and results of operations.

The adoption of new regional, national and international regulations, or the revision of existing regulations, could have a material adverse effect

on Norwegian's business, financial condition and results of operations.

Environmental laws and regulations including, but not limited to, restrictions regarding noise pollution and greenhouse gas emissions, could

adversely affect Norwegian.

33

Risk factors (2/3)

The adoption of proposed legislation by the European Commission to regulate the over-the-counter derivatives market may restrict the ability of

Norwegian to enter into derivatives transactions to manage its risk exposure, which could have a material adverse effect on Norwegian's

business, financial condition and results of operations.

Terrorist attacks and military conflicts or the threat of such attacks or conflicts, as well as their aftermath, could have a materially adverse effect on

Norwegian's business.

The airline industry is subject to extensive taxes, aviation and license fees, charges and surcharges, which can affect demand.

Airlines are subject to operational disruptions and interruptions.

Risks related to Norwegian:

Norwegian may not be able to meet the targets and projections. If Norwegian fails in meeting these objectives is otherwise unsuccessful,

Norwegian's business, financial condition and results of operations could be materially adversely affected.

The strategy of Norwegian and its future growth is underpinned by its fleet renewal program and access to the most cost efficient aircraft.

Although Norwegian has significant aircraft orders in place, its future growth may depend on further orders and access to the suppliers available

delivery slots.

The profitability and value of Norwegian's subsidiaries and holdings in affiliates may be adversely affected by a protracted market decline, making

it harder or impossible to carry out divestitures and, in connection with such divestitures, Norwegian may undertake continuing obligations

following such divestitures, which could have a material adverse effect on Norwegian's business, financial condition, results of operations, and

prospects if they materialize.

Norwegian depends on the Scandinavian markets for a significant portion of its revenue. Any economic slowdown in these markets may a

material adverse effect on Norwegian's business, financial condition and results of operations.

Norwegian's debt levels could have significant effects on its operations and liquidity, and Norwegian's liquidity position is vulnerable to adverse

economic and competitive conditions.

Any default of the obligations under, or breach of the financial covenants in, Norwegian's loan agreements could have a material adverse effect

on Norwegian's business, financial condition and results of operations.

Credit rating downgrades could have a material adverse effect on Norwegian's liquidity and Norwegian's cost of funds. 34

Risk factors (3/3)

Any deterioration in brand image or consumer confidence in the Norwegian brand may adversely affect Norwegian's ability to market its services and attract and retain customers.

Norwegian's largest shareholder has the ability to exert significant influence over Norwegian's actions.

Norwegian may not achieve its goals in future negotiations regarding the terms of collective labour agreements of its unionised work groups, exposing it to the risk of strikes and other work-related disruption, and the inability to maintain labour costs at competitive levels may harm Norwegian's financial performance.

Norwegian's dependence on third-party suppliers has increased in recent years in line with the growth of Norwegian, exposing it to the risk that quality and availability issues and/or unexpected costs associated with third-party suppliers have an adverse effect on Norwegian.

Norwegian is dependent on attracting and retaining qualified personnel at reasonable cost.

Norwegian is exposed to currency exchange rate risk.

Norwegian is exposed to interest rate risk.

Norwegian is involved in litigation and arbitration proceedings.

Norwegian is exposed to tax related risks.

A significant failure of, or disruption relating to, Norwegian's computer systems could adversely affect its business, financial condition, and results of operations.

Risks relating to the shares:

Norwegian can give no assurance of a successful completion of the private placement and/or the subsequent offering.

The share price may experience substantial volatility in response to, inter alia, the financial situation of Norwegian, variations in operating results, etc.

The market price of the shares may be adversely affected if Norwegian's largest shareholders, or other shareholders, sell substantial amounts of shares or if Norwegian issues additional shares, or by the perception that such sales or issuances could occur.

Norwegian may in the future see the need of additional equity investment. This may lead to a future need of additional issuance of shares in Norwegian, and Norwegian cannot guarantee that the current ownership of the shareholders will not be diluted.

35

Disclaimer (1/2)

This presentation (the "Company Presentation") has been prepared solely for information purposes in connection with a presentation to potential investors held in respect of a proposed private placement (the "Private Placement") of ordinary shares (the "Shares") by Norwegian Air Shuttle ASA, as further discussed herein and as described in a term sheet (the "Term Sheet") and an agreement governing applications to participate in the Private Placement (the "Application Agreement" and collectively with this Company Presentation and the Term Sheet, the "Investor Documentation"). In this Company Presentation, references to "Norwegian", “NAS” or the "Company" refer to Norwegian Air Shuttle ASA, except where context otherwise requires.

This Company Presentation is strictly confidential and may not be reproduced or redistributed, in whole or in part, to any other person. This Company Presentation is furnished by the Company, and it is expressly noted that no representation or warranty, express or implied, as to the accuracy or completeness of any information included herein is given by the Company or Arctic Securities AS, Carnegie AS, Danske Bank, Norwegian Branch and Pareto Securities AS as managers (the "Managers").

The Managers and/or their respective employees may hold shares, options or other securities of the Company and may, as principal or agent, buy or sell such securities. The Managers may have other financial interests in transactions involvingthese securities.

An investment in the Company should be considered as a high-risk investment. Certain risk factors relating to the Company and the Private Placement, which the Company deems most significant as at the date of this Company Presentation, is included under the caption "Risk Factors" in this Company Presentation.

This Company Presentation is current as of 16 March 2018. Neither the delivery of this Company 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 Company Presentation contains several forward-looking statements relating to the business, future financial performance and results of the Company and/or the industry in which it operates. In particular, this Company Presentation contains forward-looking statements such as with respect to the Company's potential future revenues and cash flows, the potential future demand and market for the Company's services, the Company's equity and debt financing requirements and its ability to obtain financing in a timely manner and at favourable terms. 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 Company 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.

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Disclaimer (2/2)

The Private Placement will be directed towards certain institutional investors on the basis of, and in such jurisdictions as

permitted or catered for by, exemption rules under applicable securities laws allowing private placements of this nature to

be undertaken without the filing of any prospectus, registration statement, application or other similar documentation or

other requirement. In making an investment decision with respect to the Company‘s securities, investors must rely on their

own examination of the Company and the terms of the Private Placement, including the merits and risks involved.

The shares to be offered have not been and will not be registered under the United States Securities Act of 1933, as

amended (the “U.S. Securities Act”), or under the securities law of any state or other jurisdiction of the United States and

may not be reoffered, resold, pledged or otherwise transferred, directly or indirectly, except pursuant to an applicable

exemption from the registration requirements of the U.S. Securities Act and in compliance with the securities laws of any

state or other jurisdiction of the United States. An Applicant in the United States or who is a “U.S. Person” (within the

meaning of Regulation S under the U.S. Securities Act), may not execute this Application Agreement or otherwise take

steps in order to subscribe or purchase New Shares unless (A) the subscriber is a registered client with a Manager as (i) a

"qualified institutional buyer" ("QIB") as defined in Rule 144A under the U.S. Securities Act, or (ii) a "major U.S. institutional

investor" as defined in SEC Rule 15a-6 to the United States Exchange Act of 1934. Any recipient of this document in the

United States is hereby notified that this document has been furnished to it on a confidential basis and may not be

reproduced, retransmitted or otherwise redistributed, nor may the contents of this document be disclosed, in whole or in

part, without the Company's prior written consent. Furthermore, recipients are authorized to use it solely for the purpose of

considering a purchase of the securities in the Private Placement and may not use any information herein for any other

purpose. This document is personal to each offeree and does not constitute an offer to any other person or to the public

generally to subscribe for or otherwise acquire the securities. Any recipient of this document agrees to the foregoing by

accepting delivery of this document. Please refer to the Terms of Application for information about transfer restrictions.

This Company 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 City Court as first venue.

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