255 203 31

238 236 225

0 32 96

166 166 166

0 176 238

240 40

173

232 143 24

0 176 80

Q3-16 financials update 23 November 2016

255 203 31

238 236 225

0 32 96

166 166 166

0 176 238

240 40

173

232 143 24

0 176 80

Disclaimer

1

THIS PRESENTATION IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY, AND IS NOT AN OFFER OR A SOLICITATION OF AN OFFER TO BUY OR SELL SECURITIES IN THE UNITED STATES OF AMERICA OR IN ANY OTHER JURISDICTION. BY VIEWING THIS PRESENTATION, YOU AGREE TO THE FOLLOWING:

ANY INFORMATION IN THIS PRESENTATION THAT IS NOT A HISTORICAL FACT IS A “FORWARD-LOOKING STATEMENT”. SUCH STATEMENTS MAY INCLUDE OPINIONS AND EXPECTATIONS REGARDING INTEROUTE AND ITS FUTURE BUSINESS, THE STRATEGIES OF ITS MANAGEMENT AND ITS MANAGEMENT’S EXPECTATIONS OF GLOBAL ECONOMIC AND REGULATORY TRENDS.

BY THEIR NATURE, SUCH FORWARD-LOOKING STATEMENTS INCLUDE UNKNOWN AND KNOWN RISKS AND UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE INTEROUTE’S ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM THOSE EXPRESSED IN, OR IMPLIED BY, SUCH FORWARD-LOOKING STATEMENTS. WHILE INTEROUTE BELIEVES THAT ITS ASSUMPTIONS REGARDING FUTURE EVENTS ARE REASONABLE, THESE FORWARD-LOOKING STATEMENTS ARE ONLY PREDICTIONS AND, IN ADDITION TO BEING SUBJECT TO UNKNOWN AND KNOWN RISKS, UNCERTAINTIES, ASSUMPTIONS AND OTHER FACTORS BEYOND INTEROUTE’S CONTROL, THERE ARE INHERENT DIFFICULTIES IN PREDICTING CERTAIN IMPORTANT FACTORS THAT COULD IMPACT THE FUTURE PERFORMANCE OR RESULTS OF INTEROUTE’S BUSINESS. AS A RESULT, SUCH STATEMENTS SHOULD NOT BE REGARDED AS REPRESENTATIONS AS TO WHETHER SUCH ANTICIPATED EVENTS WILL OCCUR NOR THAT EXPECTED OBJECTIVES WILL BE ACHIEVED. ALL FORWARD-LOOKING STATEMENTS APPLY ONLY AS OF THE DATE HEREOF AND INTEROUTE UNDERTAKES NO OBLIGATION TO REVISE OR UPDATE ANY SUCH FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.

THE HISTORICAL CONSOLIDATED FINANCIAL DATA INCLUDED ON THE FOLLOWING PAGES FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2016 AND 2015 HAVE BEEN DERIVED FROM THE UNAUDITED MANAGEMENT ACCOUNTS, INCLUDING THE NOTES RELATED THERETO. THE FINANCIALS HAVE BEEN DERIVED FROM THE INTERNAL ACCOUNTING FORMAT BASED ON LUXEMBOURG LEGAL AND REGULATORY REQUIREMENTS RELATING TO THE PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS (“LUXEMBOURG GAAP”). LUXEMBOURG GAAP DIFFERS IN SIGNIFICANT RESPECTS FROM INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ADOPTED BY THE EUROPEAN UNION (“IFRS”). FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2015, THE EASYNET FINANCIAL DATA HAS ALSO BEEN DERIVED FROM UNAUDITED MANAGEMENT ACCOUNTS WHICH HAVE BEEN CONVERTED TO LUXEMBOURG GAAP (FOR PURPOSES OF PRO FORMA FINANCIAL DATA).

THIS PRESENTATION ALSO CONTAINS REFERENCES TO CERTAIN NON-LUXEMBOURG GAAP AND NON-IFRS FINANCIAL MEASURES, INCLUDING EBITDA, EBITDA MARGIN, ADJUSTED EBITDA, ADJUSTED EBITDA MARGIN AND PRO FORMA SYNERGY ADJUSTED EBITDA AS WELL AS CERTAIN LEVERAGE AND COVERAGE RATIOS THAT ARE NOT REQUIRED BY, OR PRESENTED IN ACCORDANCE WITH, LUXEMBOURG GAAP OR IFRS. SUCH MEASURES SHOULD NOT BE CONSIDERED AS ALTERNATIVES TO OTHER INDICATORS OF OPERATING PERFORMANCE, CASH FLOWS OR ANY OTHER MEASURE OF PERFORMANCE DERIVED IN ACCORDANCE WITH LUXEMBOURG GAAP OR IFRS. IN ADDITION, THESE MEASURES ARE USED BY DIFFERENT COMPANIES FOR DIFFERING PURPOSES AND ARE OFTEN CALCULATED IN WAYS THAT REFLECT THE CIRCUMSTANCES OF THESE COMPANIES, THUS LIMITING THEIR USEFULNESS AS COMPARATIVE MEASURES.

IN ADDITION, THIS PRESENTATION CONTAINS REFERENCES TO CERTAIN KEY OPERATIONAL METRICS USED BY INTEROUTE AND EASYNET, INCLUDING AVERAGE NEW NET MONTHLY RECURRING REVENUE AND CHURN RATE, WHICH ARE ALSO NOT CONSIDERED MEASUREMENTS OF FINANCIAL PERFORMANCE UNDER LUXEMBOURG GAAP OR IFRS AND SHOULD NOT BE CONSIDERED AS ALTERNATIVES TO OTHER INDICATORS OF OPERATING PERFORMANCE, CASH FLOWS OR ANY OTHER MEASURE OF PERFORMANCE DERIVED IN ACCORDANCE WITH LUXEMBOURG GAAP OR IFRS. IN PARTICULAR, THE METHODOLOGY USED TO CALCULATE THESE OPERATIONAL METRICS MAY DIFFER FROM THAT USED BY OTHER COMPANIES, THUS LIMITING THEIR USEFULNESS AS COMPARATIVE MEASURES.

INTEROUTE OBTAINED CERTAIN INDUSTRY AND MARKET DATA USED IN THIS PRESENTATION FROM PUBLICATIONS AND STUDIES CONDUCTED BY THIRD PARTIES. WHILE INTEROUTE BELIEVES THAT THE INDUSTRY AND MARKET DATA FROM EXTERNAL SOURCES IS ACCURATE AND CORRECT, INTEROUTE HAS NOT INDEPENDENTLY VERIFIED SUCH DATA OR SOUGHT TO VERIFY THAT THE INFORMATION REMAINS ACCURATE AS OF THE DATE OF THIS PRESENTATION AND DOES NOT MAKE ANY REPRESENTATION AS TO THE ACCURACY OF SUCH INFORMATION.

255 203 31

238 236 225

0 32 96

166 166 166

0 176 238

240 40

173

232 143 24

0 176 80

Today’s presenters

2

Gareth Williams Chief Executive Officer

Catherine Birkett Chief Financial Officer

255 203 31

238 236 225

0 32 96

166 166 166

0 176 238

240 40

173

232 143 24

0 176 80

1. Executive summary

2. Business update

3. Financials

Q&A

Table of contents

3

255 203 31

238 236 225

0 32 96

166 166 166

0 176 238

240 40

173

232 143 24

0 176 80

Q3-16 Highlights

• YTD consolidated revenue increased to €537.3m

− Organic (i.e. excluding Easynet), revenue growth of 3.6% y-o-y

• YTD Adjusted EBITDA increased to €103.8m against €64.5m in Q3-15 YTD.

• Integration activity is on track

– Expected run-rate synergies revised upwards to €31.9m (vs. expectation of €24.4m when

Easynet was acquired)

• LTM pro forma revenue and pro forma (anticipated) synergy Adjusted EBITDA1

of €735.3m and

€168.5m, respectively

− Leverage ratio2

of 3.7x at 30 September 2016

4

Notes: (1) Includes anticipated synergies of €22.7m in addition to the €9.3m of synergies already realised in our LTM results (€31.9m anticipated synergies in total) (2) Leverage ratio = Net Debt / Pro forma synergy Adjusted EBITDA

255 203 31

238 236 225

0 32 96

166 166 166

0 176 238

240 40

173

232 143 24

0 176 80

1. Executive summary

2. Business update

3. Financials

Q&A

Table of contents

5

6

Q3-16 Business Update

Interoute

• Q3 new contracts and renewals:

– New contracts worth €85.6m

– Renewals of €33.0m

• Large deals in Network Services include OTE; Within Enterprise Services we

signed Continental Teves and IATA amongst others.

Easynet

• Q3 new contracts and renewals:

– New contracts worth €18.8m

– Renewals of €22.7m

• Large deals include Transport for London, SCR-Sibelco and Anglian Water.

Achievements

• Interoute successfully hosted its inaugural analyst day which was attended by

major industry analyst firms.

• “Overall Interoute has a threatening VPN message, and it is pushing the

innovation boundaries causing strong pressure on its rivals within a specific

market segment of midsized pan-European MNCs. BT and OBS are not able

to match Interoute's virtualization technology and network API flexibility.”

(Current Analysis)

• Interoute is “experiencing strong enterprise business growth” and is “a

blueprint for success in the enterprise market.” (Analysys Mason)

Large deals

Analyst Recognition

7

Q3-16 Integration Update Update on progress of integration of Easynet

Area Actions Comments

Sales integration and customer focus

Integrated Sales teams addressing immediate customer concerns as part of introducing Interoute’s best-in-class client service procedures across the business

• All remaining customer support transferred from Shepton Mallet to Sofia

Staff synergies Rationalisation of overlapping functions and centralisation and consolidation of those functions where efficiencies can be generated.

• 122 personnel were removed in Q3-16 bringing annualised net staff synergies to approximately €16.5m since the acquisition

Infrastructure synergies

Absorption of Easynet facilities. Expected rent, lease and power savings

• Bracknell staff have been consolidated into a single building, allowing hand back of the second building. This and the Shepton Mallet close represent an annual saving of €0.5m

Systems synergies

Migrate core business to a common Interoute systems stack

• All active Easynet UK entities migrated to Interoute’s accounting system

• Employee internal IT migrated to Interoute

OLO, Suppliers, office and other synergies

OLO reductions • Major progress in renegotiating and combining OLO contracts with to-date annualised savings of €4.5m

255 203 31

238 236 225

0 32 96

166 166 166

0 176 238

240 40

173

232 143 24

0 176 80

1. Executive summary

2. Business overview

3. Financials

- Combined results

- Interoute

- Easynet

Q&A

Table of contents

8

255 203 31

238 236 225

0 32 96

166 166 166

0 176 238

240 40

173

232 143 24

0 176 80

9

Consolidated business gross profit and Adjusted EBITDA

(€ in millions)

9 months

Sep '15

9 months

Sep '16 Growth

Total revenue 343 537 56.6%

Sales related costs (107) (202) 88.4%

Gross margin 236 336 42.2%

Gross margin % 68.8% 62.5%

Network costs (69) (81) 16.6%

Operating costs (103) (151) 47.6%

Adjusted EBITDA 64 104 61.0%

Adjusted EBITDA margin 18.8% 19.3%

Integration costs - (20)

One-off adjustments 2 0

EBITDA 67 84 26.3%

EBITDA margin 19.4% 15.7%

Comments

• 2015 results do not include Easynet. Easynet has been consolidated from October 2015

• Revenues increased by 56.6% from €343.2m to €537.3m for the nine months YTD

• Adjusted EBITDA of €103.8m, up 61.0% y-o-y

• Benefit of synergy realisation beginning to positively impact Adjusted EBITDA margin. Lower EBITDA margin in 2016 mainly due to integration costs

• Improved Gross Margin % and Adjusted EBITDA % YTD vs. H1-16

‒ GM % improved from 61.4% at H1 to 62.5% YTD

‒ GM % diluted as a result of the Easynet acquisition

‒ EBITDA % improved from 15.4% at H1 to 15.7% YTD

Overview

255 203 31

238 236 225

0 32 96

166 166 166

0 176 238

240 40

173

232 143 24

0 176 80

Group KPIs

10

(65) (84)

169 112

Q4-15 Q1-16 Q2-16 Q3-16

Average new net monthly recurring revenue (MRR)(1)

Signed contracted value(2)

168 155 162 155

Q4-15 Q1-16 Q2-16 Q3-16

Notes: (1) Average monthly amount calculated as quarterly amount divided by 3. Incremental additional revenue from new sales delivered during a month and that will recur on a monthly

basis, excluding any usage-based revenue and net of any churn. (2) Increase in revenue under contract as at the end of each period from either net new contracts signed or old contracts renewed during the relevant period.

Comments

• Decline in Q3-16 average monthly net MRR compared to Q2-16

‒ Decrease driven by management’s decision to a cease a large, low single digit margin deal in Network Services

‒ Excluding this cease, the average MRR is €187k

• Q4-15 and Q1-16 impacted by Easynet integration and one-off large ceases in Interoute

• Signed contracted value relatively stable

187*

*Excluding the large Network Services cease in Q3-16, the average net monthly recurring revenue for the group is €187k.

(€ in millions)

(€ in thousands)

255 203 31

238 236 225

0 32 96

166 166 166

0 176 238

240 40

173

232 143 24

0 176 80

• Structurally negative working capital primarily as a result of deferred revenue from long-term contracts

• Consolidated net working capital for the group increased by €26.7m

• Increased creditor position at Dec-15 due to proactive management action at the end of 2015 which has unwound through 2016

• Deferred revenue balance has decreased mainly due to exchange rate impact in Easynet

Consolidated group capex & working capital

• Overall capex is lower than 2015 on a like-for-like basis

• Like-for-like maintenance capex is similar to last year

‒ 2015 includes €2.3m of non-cash decommissioning asset adjustment and one-off maintenance projects

• Base capex in line with 2015

• Strategic growth capex lower. 2015 includes higher customer related spend and network/capacity upgrades

• €7.0m of capex in Easynet YTD.

(€ in millions)

Net working capital Capital expenditure by type (1)

11

Comments Comments

Notes: (1) Excludes €2.0m and €4.5m of integration capex in Q3-15 YTD and Q3-16 YTD, respectively.

(€ in millions) Dec-15 Sep-16

Stock 1 1

Provisions (23) (27)

Trade & other debtors 129 128

Prepayments and accrued income 61 58

Trade and other creditors (195) (172)

Deferred revenue (216) (204)

Net working capital (242) (215)

12 9

21 20

29 23

7

9 months Sep '15 9 months Sep '16

Maintenance capex Base capex

Strategic growth capex Purchased Buildings

Easynet

62 60

1

12

Unaudited Pro Forma Condensed Combined Financial Information

Solid growth on a Pro forma basis

Notes: (1) Underlying anticipated synergies of €24.4m in LTM June-15 and €22.7m in LTM Sep-16. Anticipated synergies, as previously disclosed which are expected to be realised within 24 months after the Completion Date, with a substantial

portion expected to be realised within 18 months. As at 30 September 2016, we have realised approximately €9.3m of the €31.9m expected synergies. €4.5m of this is realised in Q3-16 (2) Capex is on LTM pro forma basis. For Jun-15 LTM in Easynet, the May-15 LTM capex figures have been used.

2

(€ in millions) Jun-15 LTM Sep-16 LTM Growth

Pro forma Revenue 717.1 735.3 2.5%

Pro forma Adjusted EBITDA 140.7 145.8 3.6%

Pro forma Synergy Adjusted EBITDA 165.1 168.5 2.1%

Pro forma Synergy Adjusted EBITDA less Capex 61.7 86.7 40.5%

1

255 203 31

238 236 225

0 32 96

166 166 166

0 176 238

240 40

173

232 143 24

0 176 80

Notes: (1) Underlying synergies of €24.4m in LTM June-15 and €31.9m at LTM September-16. (2) Other indebtedness as at June 15 includes €39.9m of vendor loans and €43.4m of finance leases. As at September 16, this includes €31.0m of vendor loans, €37.0m of finance leases and €15.2m of accrued interest.

13

Pro forma combined leverage

(€ in millions)

Amount

xLTM June 15A

EBITDA Change Amount

xLTM Sep 16A

EBITDA

Pro forma synergy adjusted EBITDA(1) 165 168

Cash and cash equivalents (79) (0.5x) 31 (48) (0.3x)

Revolver (€75m facility) – – – – –

Other indebtedness (2) 83 0.5x (0) 83 0.5x

Fixed Rate Notes 350 2.1x – 350 2.1x

Floating Rate Notes 240 1.5x – 240 1.4x

Net debt 594 3.6x 31 625 3.7x

Opening leverage Current

• Pro forma combined leverage of 3.7x at 30 September 2016

• On 14 November 2016, Interoute completed a €275m Term Loan B (“TLB”) at E + 375bps due 2023

• The TLB was used to refinance the €240m floating rate notes, to pay transaction fees and expenses and for general corporate purposes

• On balance, the transaction was leverage neutral

Leverage development

255 203 31

238 236 225

0 32 96

166 166 166

0 176 238

240 40

173

232 143 24

0 176 80

1. Executive summary

2. Business overview

3. Financials

- Combined Results

- Interoute

- Easynet

Q&A

Table of contents

14

255 203 31

238 236 225

0 32 96

166 166 166

0 176 238

240 40

173

232 143 24

0 176 80

323 336

20 19

343 355

9 months Sep '15 9 months Sep '16

Recurring Transactional

206 218

137 137

343 355

9 months Sep '15 9 months Sep '16

Enterprise Services Network Services

Interoute revenue by product and by type

• Revenue increased by 3.6% y-o-y

• Strong increase in recurring revenue to €336.1m up 4.1% y-o-y

− 6.4% growth in Enterprise Services’ recurring revenue driven particularly by strong growth in VPN & Security, Computing and Voice

− 0.6% growth in recurring revenue in Network Services due to growth in Transport

• Growth in Enterprise Services y-o-y of 6.0%

− 6.0% y-o-y growth in Enterprise Services, mainly due to strong performance in VPN & Security and Computing, demonstrating strong growth in Interoute’s core focus area

− Network Services continues to maintain a stable outlook

(€ in millions)

Revenue by segment

3.6%

15

Revenue by type Comments

(0.1%)

6.0%

(4.8)%

4.1%

3.6% (€ in millions)

255 203 31

238 236 225

0 32 96

166 166 166

0 176 238

240 40

173

232 143 24

0 176 80

Interoute key KPIs

164

25

100

264 244 244

130

(8)

4

15

(60)

15

294

18

104

279

184 259

Q3-15 Q4-15 Q1-16 Q2-16 Q3-16 AdustedQ3-16*

Quarterly Delivered Average Net MRR (€’000)

16

Churn rate (1)

0.4%

1.2%

0.6%

0.3%

0.7% 0.7% 0.6%

1.2%

0.9%

1.0%

1.5%

0.9%

0.5%

1.2%

0.7% 0.6% 1.0% 0.8%

Q3-15 Q4-15 Q1-16 Q2-16 Q3-16 AdjustedQ3-16*

Enterprise Services Network Services Total

Enterprise Services Network Services

*Excluding one off low margin cease in Q3-16

• Decline in average delivered net MRR in Q3-16 mainly due to management’s decision to a cease a low margin deal in the Network Services product category. Adjusting for this cease, average net MRR is €259k.

• Cross-selling and upselling offset price reductions in Enterprise Services

• Excluding the large low margin cease, churn is similar to past quarters

255 203 31

238 236 225

0 32 96

166 166 166

0 176 238

240 40

173

232 143 24

0 176 80

• Profitability impacted by support costs for Easynet (including network, audit and insurance fees)

• Gross margin flat

− Enterprise Services increased €4.5m or 3.3%, to €139.6m, driven by increase in Computing and VPN & Security sales. Partially offset by lower margin Video hardware sales

− Network Services decreased €4.0m

• GM% improving vs H1-16: 66.6% vs 65.9%

• Network and Operating costs under control

• Adjusted EBITDA of €62.4m, 17.5% margin vs H1-16 margin of 16.5%

Interoute Gross Margin and Adjusted EBITDA

17

(€ in millions)

9 months

Sep '15

9 months

Sep '16 Growth

Total revenue 343 355 3.6%

Sales related costs (107) (119) 11.0%

Gross margin 236 237 0.2%

Gross margin % 68.8% 66.6%

Network costs (69) (71) 2.2%

Operating costs (103) (104) 1.1%

Adjusted EBITDA 64 62 (3.3%)

Adjusted EBITDA margin 18.8% 17.5%

Integration costs (0) (6)

One-off adjustments 2 0

EBITDA 67 57 (14.9%)

EBITDA margin 19.4% 16.0%

Comments Overview

255 203 31

238 236 225

0 32 96

166 166 166

0 176 238

240 40

173

232 143 24

0 176 80

1. Executive summary

2. Business overview

3. Financials

- Combined Results

- Interoute

- Easynet

Q&A

Table of contents

18

255 203 31

238 236 225

0 32 96

166 166 166

0 176 238

240 40

173

232 143 24

0 176 80

Easynet summary financials

Comments

• Churn of 1.5% which is slight improvement vs. H1-16 churn of 1.6%. Churn for Q3-16 is at 1.3%.

• Negative average new net MRR broadly in line with expectations

• Relatively high ceases from the SME and channel businesses and certain dissatisfied enterprise clients carried over from previous ownership (as previously discussed)

• Revenues in GBP decreased by 4.8%

• Total revenue in EUR decreased by 12.5%

• We expect these trends to continue through to year end

19

Easynet operational performance in line with expectations

Average new net MRR and churn

Revenue

(€ in thousands)

(129) (123)

0.9% 1.5%

9 months Sept '15 9 months Sept '16

Easynet average new net MRR Easynet churn

(€ in millions)

208

182

16

9 months Sep '15 9 months Sep '16

Constant currency

198

255 203 31

238 236 225

0 32 96

166 166 166

0 176 238

240 40

173

232 143 24

0 176 80

Easynet summary financials – profit and cash flows in EUR

Comments

• Improvement in Adjusted EBITDA margin from 20.2% to 22.8% driven by cost savings from integration of Easynet

• 7.5% Adjusted EBITDA growth on a constant currency basis

• Slight decline of 1.1% Adjusted EBITDA in EUR

• Improved Adjusted EBITDA - CAPEX conversion to 83.1% driven by lower capex YTD

• Adjusted EBITDA-CAPEX in EUR increased 8.2%

• Constant currency Adjusted EBITDA - CAPEX improved 17.6%

(1) EBITDA to Adjusted EBITDA adjustments in the nine months to September 2016 include €4.2m of restructuring costs, €4.4m redundancy costs and €5.5m for adjustments related to dilapidation and onerous leases. Adjustments for the nine months to September 2015 include €2.8m restructuring costs, €1.6m redundancy costs, €0.5m for dilapidation and onerous lease provisions and €3.9m related to a settlement of a dispute. (2) Defined as (Adj. EBITDA – Capex) / Adj. EBITDA

20

32 34

76.0% 83.1%

9 months Sep '15 9 months Sep '16

(€ in millions) Cash conversion(2) (%)

Adjusted EBITDA – Capex

Improvement in adjusted EBITDA and sustained high cash flow conversion

42

41

4

20.2% 22.8%

9 months Sep '15 9 months Sep '16

Constant currency

Adjusted EBITDA

(€ in millions) Margin (%)

45

255 203 31

238 236 225

0 32 96

166 166 166

0 176 238

240 40

173

232 143 24

0 176 80

Q&A

21