#1C azerion Pareto Securities' 11th Annual Nordic Corporate Bond Conference 17 March 2022 Q azerion#2Our Platform Model - Quick Reminder Our platform operates at the heart of two converging mega trends, the rise of: - digital gaming; and - digital advertising Serving the needs of our ecosystem customers and partners Generating strong network effects (€) Revenue Content Audience views azerion Next. Level. Digital. Entertainment. Media Consumers Game Creators Customers Content Data azerion Technology Partners Advertisers Digital Publishers 2#3Q4 2021 Highlights - Strong Growth in Revenue and Adjusted EBITDA¹ EUR 126.3m Revenue Q4 2021 EUR 19.1m Adj. EBITDA¹ Q4 2021 azerion Next. Level. Digital. Entertainment. Media 344 +120.4% vs Q4 2020 +68.9% vs Q4 2020 All activities continued to perform well throughout Q4 Two acquisitions completed during Q4 1. As defined in section 1.1 of the Terms & Conditions of the Senior Secured Callable Fixed Rate Bonds ISIN: SE0015837794. Please refer to the Definitions section of this presentation for more information. Source and for further information see: Azerion Holding B.V. - Interim Unaudited Financial Results Q4 2021 and Preliminary Unaudited Financial Results Full Year 2021 3#4FY 2021 Highlights - Strong Growth in Revenue and Adjusted EBITDA¹ EUR 308.1m Revenue FY 2021 EUR 46.1m Adj. EBITDA¹ FY 2021 azerion Next. Level. Digital. Entertainment. Media 2244 +57.9% vs FY 2020 +73.9% vs FY 2020 ● Pro forma* Revenue FY 2021 estimated at EUR 384.5m Pro forma* Adj. EBITDA FY 2021 estimated at EUR 54.3m assuming all acquisitions completed in 2021 were part of the group for the full year 2021 1. As defined in section 1.1 of the Terms & Conditions of the Senior Secured Callable Fixed Rate Bonds ISIN: SE0015837794. Please refer to the Definitions section of this presentation for more information. Source and for further information see: Azerion Holding B.V. - Interim Unaudited Financial Results Q4 2021 and Preliminary Unaudited Financial Results Full Year 2021 4#5Spotlight on our Content and Consumers Content is the biggest opportunity in the digital age. The future is digital entertainment azerion Next. Level. Digital. Entertainment. Media ^#6Spotlight on our Content and Consumers Platform fuelled by our highly diversified and scaled content Thousands of Casual Games for all (free-to-play)¹ makaong 306 oko 17,500+ Game titles³ azerion Next. Level. Digital. Entertainment. Media Solitaire 2,400+ Game portals4 KIZI KART Racing Nine Premium Games for our most engaged players (in-game purchase)² Community (MMO) Poker HABB smest PLAYER 1 ~160 Average new games per month5 HOTEL HIDEAWAY H SUPE Wooz world 80 Proprietary technology and data GOVERNOR POKER3 OF POKERWORLD $2,288,340 12 EAST COAST jackpot.com MONOPOLY Poker GOVERNOR POKOR PEAYNOW Safe and reliable BA (1) Casual Games are free-to-play games, where Advertisers & B2B partners pay for access to Azerion's consumers, technology and content. (2) Premium Games are defined as the games where consumers pay directly for their gaming experience through in-game purchases. (3) Game titles as of Q4 2021, as part of the Game Distribution portfolio. (4) Individual active game portals as of December 2021. (5) Average number of new games per month that are activated for distribution in our Casual Distribution channel and is a mix of external and internal content. Average over Q4 2021. 6#7Spotlight on our Content and Consumers Our game content appeals to all ages, nationalities and interests What age groups play our games?¹ 65+ 41-64 21-40 13-20 22.7% 27.8% azerion Next. Level. Digital. Entertainment. Media 28.3% 21.2% ole Pets makaong Puzzle Solitaire Cards Instagirls brets up Dress-up Male 32% M KIZI KART Racing Wooz world Girls adventure Undisclosed 5% 353m Unique game plays per month³ Design Social casino Female 63% Casual shooters Boys adventure 9 Strategy Where do our players play?² Europe Asia 4 North America South America ROW 21.5% 13.9% 10.6% 3.2% 50.8% Sports (1) Age distribution of Casual Games only, measured over Q3 2020-Q1 2021. Sourced from Nielsen Digital Ad Ratings. (2) Location of players, as of Q4 2021, for entire portfolio (Casual and Premium Games). Sum of gameplays for the whole quarter. (3) Average number of gameplays per month over Q4 2021. Gender split based on Casual Games. Sourced from Nielsen Digital Ad Ratings. Premium Games have 53% of male players and 47% of female players. Note that gender split is an estimation as this data is not registered. It is based on estimates from the Google analytics and Facebook pages. (4) Top 5 Asian countries are Vietnam (58m gameplays in Q4 2021), India (30m), Indonesia (29m), Thailand (28m), Philippines (24m). 7#8Spotlight on our Content and Consumers Platform growth - content innovation is in our DNA The future of Habbo and Hotel Hideaway Bringing brands MICHAEL KORS (MK) MICHAEL KORS Nintendo® The Metaverse Coca-Cola BALR. BAZ 00000 HABBO MK Bringing artists 10 live concerts in 2021 -40,000 >800,000 average virtual visitors virtual items sold Innovating social interaction NFT Blockchain SONY MUSIC WARNER MUSIC GROUP UNIVERSAL UNIVERSAL MUSIC GROUP Habbo avatars NFTs launched in Q3 2021 Backed by Ethereum Carbon footprint offset 10,000 avatars sold as digital art Internal studio capabilities (games and ad content) In-house creative and development team Expand new content Example: created new Monopoly Poker game Expand new features Example: regular updates in our games MONOPOLY Poker HUNGRY SHARK ARENA Expand new services Example: in-house capabilities to adapt advertisers' content to mobile format#9Spotlight on our Content and Consumers Consumers frequently engage, generating valuable views and data Millions of users... 425m+ Monthly active users¹ azerion Next. Level. Digital. Entertainment. Media 4.9bn Digital ads sold per month³ ... ... spending engaged time on our platforms... Average 13 min/day Spent by consumers playing our Casual Games² generating valuable views, data and insights -80m Premium and Casual Game audiences and insights4 Average 80 min/day Spent by consumers playing our Premium Games² -350m Connected publisher audience and insights5 (1) Total number of unique users that are reached through all our products, including through our digital publisher network, in September 2021. (2) Average daily playtime per user, average across Q4 2021. (3) Average number of paid impressions served through Improve Digital per month in Q4 2021. (4) Average monthly active users of Premium and Casual Games in September 2021. (5) Unique monthly active users reached through our total digital publisher network, in September 2021. 9#10Spotlight on our Advertisers Maximizing brand performance, delivering brand safety azerion Next. Level. Digital. Entertainment. Media 10 D#11Spotlight on our Advertisers We offer a fully comprehensive proposition to advertisers AdTech services theTradeDesk Magnite digital turbine PubMatic LiveRamp Google Pinterest azerion facebook A APP LOVIN iS ironSource azerion Next. Level. Digital. Entertainment. Media twitter Audience segmentation Google Pinterest facebook twitter A APP LOVIN is ironSource azerion ----------- King Curated content Å APP LOVIN is ironSource azerion Note: Identified peers and market positioning and focus not intended to be exhaustive and is illustrative only. ten square games STILLFRONT GROUP glu Playtika Country-level campaign management azerion 11#12Spotlight on our Advertisers Vertical integration maximizes efficiency for all parties Illustrative allocation of highly intermediated ad spend vs. Azerion's model Traditional ad spend value chain Azerion places ad on 3rd party content Each intermediary takes out ~5-10%¹ DSP SSP User data Fraud detection Viewability tracking Brand safety tracking Business intelligence software Ad serving Dynamic Creative Identity management Digital publishers receive... Fragmented, complex market azerion Next. Level. Digital. Entertainment. Media (1) Management estimates. azerion More efficient, retaining value and sharing it with our clients 2 Digital publishers can receive larger share We act as an efficient one-stop shop 3 Azerion places ad on own content Buying efficiency for advertisers/agencies azerion More revenues in our ecosystem I Optimized for advertisers, publishers 1 and Azerion Azerion creates a win-win-win proposition: Digital publishers win: more revenues and more engagement Azerion wins: higher margin and higher customer retention 3 Advertisers win: less revenue leakage of ad spend and increased buyer efficiency 12#13Spotlight on our Advertisers Working with 300,000+ advertisers and agencies globally for years azerion Next. Level. Digital. Entertainment. Media A dentsu RENAULT groupm Coca-Cola IPG havas PUBLICIS GROUPE 3 Omnicom Group manageo DATACTIVATE YOUR BUSINESS Disney les fruits et légumes frais Interfel Crown Commercial Service E Government of the Netherlands 13#14Spotlight on our Partners: Digital Publishers and Game Creators Driving engagement, maximizing reach, capturing value azerion Next. Level. Digital. Entertainment. Media A#15Spotlight on our Digital Publishers Engage new audiences with content. Increase revenues with our tech A digital publisher can be anyone who connects with its customers digitally - we provide them with three potential solutions... AdTech and sales Help digital publishers access advertisers with their existing content Benefits of Azerion's scale delivered to publishers of all sizes 17° The Weather Channel THE VERY BEST UMBRELLA azerion Next. Level. Digital. Entertainment. Media davek Gaming-as-a-service Branded and white-label solutions increasing audience engagement Curated access to catalog of 17,500+ titles and exclusive content Chicago Tribune Chicago Tribune FUN& GAMES ========= YOUR WORD 14 Chicage Tribuar C telenor Spit Disney HUZ Full-service turnkey solutions Help publishers maximize revenue from their existing audience Management of advertising on existing digital inventory Increase audience engagement through LIBEROFUN. Lion Guard games Hungry Shark Arena Note: Digital publishers defined as all companies who are interacting with their customers digitally, for example through online content, portals, news and videos italiaonline HUNGRY SHARK AREND ********** Powerpuff Gris Troll Bi 4999 Spongebob The Great Snor Race 15#16Spotlight on our Game Creators We enable game creators to distribute, monetize and optimize their games ~400+ New game proposals per month¹ Innovate New content, new features, new services to maintain attractiveness of content and consumer engagement Examples include: Nintendo® azerion Next. Level. Digital. Entertainment. Media Distribute e-Commerce distribution titles available to consumers² Connect a large, diverse consumer base to their content Enable easy distribution to digital publishers and ensure compliance with privacy, data and legal frameworks Microsoft® Studios 5,000+ Hasbro Optimize Provide data and key insights Work with game creators to increase engagement and ad impressions the SMURFS ~160 Average new games published per month³ € Monetize Facilitate in-game purchases and generate advertising revenues UBISOFT NANO (1) Average number of game proposals per month in H1 2021. (2) Items available for sale as of 31 December 2021. (3) Average number of new games per month that are activated for distribution in our Casual Distribution channel and is a mix of external and internal content. Average over Q4 2021. 16#17Spotlight on our Game Creators Case Study: We innovate, distribute, optimize and monetize for Ubisoft Ubisoft Ubisoft is IP owner of the Hungry Shark series Innovate HUNGRY SHARK We innovate game and adapt format Ad revenue for Ubisoft Hungry Shark series has 800m+¹ downloads on mobile Ubisoft seeks to adapt the game to HTML (desktop, mobile) azerion Next. Level. Digital. Entertainment. Media Azerion digital entertainment platform Azerion innovates and adapts game to HTML Distribute HUNGRY SHARK ARENA Ad revenue for Azerion Distribute We make game available on one of our portals HUNGRY SHARK ARENA We make game available on digital publisher's domain Optimize We share data and key insights (1) www.ubisoft.com/en-gb/studio/fgol/our-games. Digital Publishers Game is published on Azerion portal Ad revenue for Azerion LIBEROFUN. SHARK Ad revenue for digital publisher Hungry Shark Arena PLAY Lion Guard HUNGRY SHARK LL Game is published by digital publisher Azerion media platform Monetize We generate ad revenue for our own inventory AdTech margin revenue for Azerion Monetize We generate ad revenue for digital publishers Advertisers (Ad spend by advertisers) 17#18Financial Highlights and M&A Track-Record Strong growth in Revenue and Adjusted EBITDA¹ Q4 and FY 2021 azerion Next. Level. Digital. Entertainment. Media 1. As defined in section 1.1 of the Terms & Conditions of the Senior Secured Callable Fixed Rate Bonds ISIN: SE0015837794. Please refer to the Definitions section of this presentation for more information. Source and for further information see: Azerion Holding B.V. - Interim Unaudited Financial Results Q4 2021 and Preliminary Unaudited Financial Results Full Year 2021 ^#19Financial Highlights Background: Azerion Holding B.V. and Azerion Group N.V. AZERION GROUP N.V. (listed on Euronext Amsterdam - business combination completed 1 Feb 2022) AZERION HOLDING B.V. (reported 28 February 2022, for periods before business combination completed) Azerion Holding B.V. is the main holding subsidiary of Azerion Group N.V. ("Azerion Group"), a public company listed on Euronext Amsterdam (symbol: AZRN). The Azerion Holding B.V. Interim Unaudited Financial Results Q4 2021 and Preliminary Unaudited Financial Results Full Year 2021 were released as required by the terms and conditions of the listed Senior Secured Callable Fixed Rate Bonds (ISIN: SE0015837794). Azerion Group (previously EFIC1) expects to publish its audited financial results for the full year 2021 by the end of April 2022. These results will not include the audited full year 2021 financial results for Azerion Holding B.V. as these financial results relate to a period before the business combination between Azerion Group (then EFIC1) and Azerion Holding B.V. was completed, with that completion taking place on 1 February 2022. It is intended however, that the audited full year 2021 results for Azerion Holding B.V. will be published separately by the end of April 2022. azerion Next. Level. Digital. Entertainment. Media The first financial results for the post business combination Azerion Group will be the half year 2022 interim financial results, further details for which will follow closer to the time. 19#20Financial Highlights Financial Overview (unaudited) Revenue (Em) 57.3 Q4 2020 126.3 10.3 Q4 2021 Reported EBITDA (€m) 9.7 Q4 2021 Q4 2020 Reported EBITDA margin 18.0% 7.7% azerion Next. Level. Digital. Entertainment. Media 195.1 FY20 21.9 FY20 11.2% 308.1 FY21 31.7 FY21 10.3% 384.5 PF LTM Gross Profit (€m) 18.8 Q4 2020 Gross margin 32.7% Adjuste 11.3 49.6 Q4 2021 39.2% EBITDA¹ (€m) 19.1 Q4 2020 Adjusted EBITDA¹ margin 19.7% Q4 2021 15.1% 69.9 FY20 35.8% 26.5 FY20 13.5% 121.2 FY21 39.3% 46.1 FY21 15.0% 1. As defined in section 1.1 of the Terms & Conditions of the Senior Secured Callable Fixed Rate Bonds ISIN: SE0015837794. Please refer to the Definitions section of this presentation for more information. Source and for further information see: Azerion Holding B.V. - Interim Unaudited Financial Results Q4 2021 and Preliminary Unaudited Financial Results Full Year 2021 20#21M&A Track-Record M&A track-record : 9 acquisitions¹ completed in 2021 Acquisitions completed in 2021 Content whow Developer and publisher of online social games STINE 20 admeen Online social games portals provider azerion Next. Level. Digital. Entertainment. Media DELTA PROJECTS Real-time advertising platform provider PubGalaxy SSP monetization platform sublime Digital advertising agency (1) Excludes asset purchase of Softgames and Talpa consolidation Platform Digital SSP and DSP advertising platform Cloud-based digital logistics platform for gaming industry INSKIN GENBA DIGITAL STROSSLE Digital SSP and DSP advertising platform keymobile Mobile advertising services €139m Total spend in 2021 Strong pipeline for M&A in 2022-onwards 21#22Platform Model - Summary Our platform benefits from strong ecosystem network effects azerion Consumers Game Creators Content Data azerion Technology Advertisers Digital Publishers Creating exciting opportunities for: Organic growth Strategic partnerships Acquisitions ● 22#23Thank you for joining us HOTEL HIDEAWAY MARRO MERE HABBO A#24Appendix Financials - Additional Information azerion Next. Level. Digital. Entertainment. Media 24 A#25Financials - Additional Information 1.1 Reported EBITDA to Adjusted EBITDA¹ Reconciliation (unaudited) Q4 2021 Reported EBITDA to Adjusted EBITDA¹ Reconciliation (€m) 9.7 Reported EBITDA 31.7 FY 2021 Reported EBITDA to Adjusted EBITDA¹ Reconciliation (€m) Reported EBITDA 5.7 azerion Next. Level. Digital. Entertainment. Media Capital Markets Expenses 8.2 Capital Markets Expenses 3.2 Acquisitions / Disposals Expenses 4.0 Acquisitions / Disposals Expenses 0.5 Other Non-Recurring Income or Expenses 2.2 Other Non-Recurring Income or Expenses 19.1 Adjusted EBITDA' 1. As defined in section 1.1 of the Terms & Conditions of the Senior Secured Callable Fixed Rate Bonds ISIN: SE0015837794. Please refer to the Definitions section of this presentation for more information. Source and for further information see: Azerion Holding B.V. - Interim Unaudited Financial Results Q4 2021 and Preliminary Unaudited Financial Results Full Year 2021 46.1 Adjusted EBITDA¹ 25#26Financials - Additional Information 1.2 Platform - Financial Overview (unaudited) Revenue (Em) 48.5 Q4 2020* 102.0 5.5 Q4 2021 Reported EBITDA (€m) 5.8 Q4 2020* Reported EBITDA margin 11.3% azerion Next. Level. Digital. Entertainment. Media Q4 2021 5.7% 150.7 FY20 8.5 FY20 5.7% 235.3 FY21 17.3 FY21 7.4% Gross Profit (€m) 14.5 Q4 2020* Gross margin 29.9% Adjuste 5.9 35.8 Q4 2021 12.2% 35.1% EBITDA¹ (€m) 11.5 Q4 2020* Adjusted EBITDA¹ margin Q4 2021 11.3% 44.9 FY20 29.8% 12.0 FY20 8.0% *Please note that to enable comparison to our Q4 2021 reporting, the financial data for Q4 2020 has been adjusted to reflect the reporting segments adopted by Azerion from Q3 2021 onwards 1. As defined in section 1.1 of the Terms & Conditions of the Senior Secured Callable Fixed Rate Bonds ISIN: SE0015837794. Please refer to the Definitions section of this presentation for more information. Source and for further information see: Azerion Holding B.V. - Interim Unaudited Financial Results Q4 2021 and Preliminary Unaudited Financial Results Full Year 2021 81.2 FY21 34.5% 26.6 FY21 11.3% 26#27Financials - Additional Information 1.3 Premium Games - Financial Overview (unaudited) Revenue (Em) 8.6 Q4 2020* 24.2 4.8 Q4 2021 Reported EBITDA (€m) 3.9 Q4 2020* Reported EBITDA margin Q4 2021 16.2% 56.2% azerion Next. Level. Digital. Entertainment. Media 44.4 FY20 13.3 FY20 29.9% 72.8 FY21 14.4 FY21 19.8% Gross Profit (€m) 4.4 Q4 2020* Gross margin 51.2% Adjuste 5.6 13.7 Q4 2021 65.1% 56.6% EBITDA¹ (€m) 7.5 Q4 2020* Adjusted EBITDA¹ margin Q4 2021 31.0% 25.0 FY20 56.3% 14.5 FY20 32.7% *Please note that to enable comparison to our Q4 2021 reporting, the financial data for Q4 2020 has been adjusted to reflect the reporting segments adopted by Azerion from Q3 2021 onwards 1. As defined in section 1.1 of the Terms & Conditions of the Senior Secured Callable Fixed Rate Bonds ISIN: SE0015837794. Please refer to the Definitions section of this presentation for more information. Source and for further information see: Azerion Holding B.V. - Interim Unaudited Financial Results Q4 2021 and Preliminary Unaudited Financial Results Full Year 2021 40.1 FY21 55.1% 19.5 FY21 26.8% 27#28Financials - Additional Information 1.4 Selected KPIs Avg. Digital Ads Sold per Month² (bn) 2.9 Q1 2021 3.70 Q1 2021 3.2 azerion Next. Level. Digital. Entertainment. Media Platform¹ Q2 2021 Avg. Gross Revenue per Million Ad Requests (€) 6.76 4.3 Q2 2021 Q3 2021 7.12 Q3 2021 4.9 Q4 2021 9.67 Q4 2021 Avg. DAUS (thousands) 696 Q1 2021 Avg. ARPDAU (€) 0.33 Q1 2021 Premium Games³ 693 Q2 2021 0.34 Q2 2021 616 Q3 2021 0.37 Q3 2021 1. Improve Digital KPIs shown; 2. Average number of paid impressions served through Improve Digital per month, in relevant quarter; 3. Whow Games included for the full historical period for comparability purposes Source and for further information see: Azerion Holding B.V. - Interim Unaudited Financial Results Q4 2021 and Preliminary Unaudited Financial Results Full Year 2021 599 Q4 2021 0.42 Q4 2021 28#29Definitions (1/3) ARPDAU means Average Revenue per Daily Active User - revenue per period divided by days in the period divided by average daily active users in that period Azerion Group means Azerion Group N.V. Azerion Holding means Azerion Holding B.V. and Holding Group means Azerion Holding and each of its subsidiaries from time to time and Holding Group Company means any of them Average DAUs means Daily Active Users - average DAUS is the number of distinct users per day and averaged across the relevant period Adjusted EBITDA means, in respect of the period, the consolidated profit of the Holding Group from ordinary activities according to the latest Financial Report(s): (a) before deducting any amount of tax on profits, gains or income paid or payable by any member of the Holding Group; (b) before deducting any Net Finance Charges; (c) before taking into account any extraordinary items and any non-recurring items which are not in line with the ordinary course of business provided that such items are not in excess of an amount equal to ten (10) per cent. of EBITDA in the Reference Period; (d) before taking into account any Transaction Costs; (e) not including any accrued interest owing to any Holding Group Company; (f) before taking into account any unrealised gains or losses on any derivative instrument (other than any derivative instruments which is accounted for on a hedge account basis); (g) after adding back or deducting, as the case may be, the amount of any loss or gain against book value arising on a disposal of any asset (other than in the ordinary course of trading) and any loss or gain arising from an upward or downward revaluation of any asset; (h) after deducting the amount of any profit (or adding back the amount of any loss) of any Holding Group Company which is attributable to minority interests; (i) plus or minus the Holding Group's share of the profits or losses of entities which are not part of the Holding Group; and (j) after adding back any amount attributable to the amortisation, depreciation or depletion of assets of members of the Holding Group Adjusted EBITDA Margin means Adjusted EBITDA as a percentage of revenue EBIT means, in respect of the period, the consolidated profit from ordinary activities according to the latest Financial Report(s): (a) before deducting any amount of tax on profits, gains or income paid or payable by any member of the Group; (b) before deducting any Net Finance Charges azerion Next. Level. Digital. Entertainment. Media 29#30Definitions (2/3) EFIC1 means European FinTech IPO Company 1 B.V. Finance Charges means as defined in the terms and conditions of the Senior Secured Callable Fixed Rate Bonds ISIN: SE0015837794 for the Reference Period, the aggregate amount of the accrued interest, commission, fees, discounts, payment fees, premiums or charges and other finance payments in respect of Financial Indebtedness whether paid, payable or capitalised by any member of the Holding Group according to the latest Financial Report(s) (calculated on a consolidated basis) Financial Indebtedness means as defined in the terms and conditions of the Senior Secured Callable Fixed Rate Bonds ISIN: SE0015837794 any indebtedness in respect of: (a) monies borrowed or raised, including Market Loans; (b) the amount of any liability in respect of any Finance Leases; (c) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis); (d) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing; (e) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the mark to market value shall be taken into account, provided that if any actual amount is due as a result of a termination or a close-out, such amount shall be used instead); (f) any counter indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and (g) (without double counting) any guarantee or other assurance against financial loss in respect of a type referred to in the above paragraphs (a)-(f) Financial Indebtedness means as defined in the terms and conditions of the Senior Secured Callable Fixed Rate Bonds ISIN: SE0015837794 any indebtedness in respect of: (a) monies borrowed or raised, including Market Loans; (b) the amount of any liability in respect of any Finance Leases; (c) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis); (d) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing; (e) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the mark to market value shall be taken into account, provided that if any actual amount is due as a result of a termination or a close-out, such amount shall be used instead); (f) any counter indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and (g) (without double counting) any guarantee or other assurance against financial loss in respect of a type referred to in the above paragraphs (a)-(f) azerion Next. Level. Digital. Entertainment. Media 30#31Definitions (3/3) Net Finance Charges means as defined in the terms and conditions of the Senior Secured Callable Fixed Rate Bonds ISIN: SE0015837794 for the Reference Period, the Finance Charges according to the latest Financial Report(s), after deducting any interest payable for that Reference Period to any member of the Holding Group and any interest income relating to cash or cash equivalent investment Net Interest Bearing Debt as defined in the terms and conditions of the Senior Secured Callable Fixed Rate Bonds ISIN: SE0015837794 means the aggregate interest bearing Financial Indebtedness less cash and cash equivalents of the Holding Group in accordance with the Accounting Principles (for the avoidance of doubt, excluding any Bonds owned by the Issuer, guarantees, bank guarantees, Subordinated Loans, any claims subordinated pursuant to a subordination agreement on terms and conditions satisfactory to the Agent and interest bearing Financial Indebtedness borrowed from any Group Company) as such terms are defined in the terms and conditions of the Senior Secured Callable Fixed Rate Bonds ISIN: SE0015837794 Pro Forma FY means the full year revenue or Adjusted EBITDA (as applicable) adjusted to include the contribution from companies or assets acquired during the year as if they had been acquired at the start of the relevant year Reference Period means as defined in the terms and conditions of the Senior Secured Callable Fixed Rate Bonds ISIN: SE0015837794 each period of twelve consecutive calendar months Reported EBITDA means, in respect of the period, the consolidated profit of the Holding Group from ordinary activities according to the latest Financial Report(s): (a) before deducting any amount of tax on profits, gains or income paid or payable by any member of the Holding Group; (b) before deducting any Net Finance Charges; (c) before deducting any amount attributable to the amortisation, depreciation or depletion of assets of members of the Holding Group. (d) before deducting any amount of other gains and losses Transaction Costs means all fees, costs and expenses, stamp, registration and other taxes incurred by Azerion Holding or any other Holding Group Company in connection with (i) the Bond Issue, (ii), any Subsequent Bond Issue, (iii) the listing of the Bonds or any Subsequent Bonds, (iv) acquisitions, mergers and divestments of companies and (v) an Equity Listing Event, as such terms are defined in the terms and conditions of the Senior Secured Callable Fixed Rate Bonds ISIN: SE0015837794 azerion Next. Level. Digital. Entertainment. Media 31#32Disclaimer The following disclaimer applies to this document, the oral or video presentation of the information in this document by Azerion Holding B.V. ("Azerion Holding"), Azerion Group N.V. ("Azerion Group") or any person on behalf of Azerion Holding or Azerion Group and any question-and-answer session that follows the oral or video presentation (collectively, the "Information"). Azerion Holding has bonds listed on Nasdaq Stockholm and Azerion Group has shares and warrants listed on Euronext Amsterdam N.V. The Information has been prepared by Azerion Holding for background purposes only. No reliance may be placed for any purpose on the Information or its accuracy, fairness or completeness. This document and the information contained herein may not be disclosed, taken away, reproduced, redistributed, copied or passed on, directly or indirectly, to any other person or published or used in whole or in part, without the express prior written consent of Azerion Holding and Azerion Group. This document is given in conjunction with an oral or video presentation and should not be taken out of context. The Information and any opinions contained herein are provided as at the date of the presentation and are subject to change without notice. In giving this presentation, neither Azerion Holding or Azerion Group nor any of their respective affiliates undertake any obligation to provide the recipient with access to any additional information or to update the Information, or to correct any inaccuracies in the Information, including any data or forward-looking statements. The Information is only preliminary and indicative, does not purport to be full or complete and does not purport to contain the information that would be required to evaluate Azerion Holding or Azerion Group, their financial position and/or any investment decision. To the fullest extent permitted by law, none of the Azerion Holding or Azerion Group nor any of their respective subsidiary undertakings or affiliates, directors, managers, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for (whether in contract, tort or otherwise) or makes any representation, warranty or undertaking, express or implied, as to the truth, fullness, fairness, accuracy or completeness of the Information (or whether any information has been omitted from it) or any other information or opinion relating to Azerion Holding, its subsidiaries, affiliates or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the Information or otherwise arising in connection therewith. Certain financial data included in the presentation consists of "non-IFRS financial measures", which may not be comparable to similarly-titled measures as presented by other companies, nor should they be considered as an alternative to the historical financial results or other indicators of Azerion Holding's cash flow based on IFRS. Even though the non-IFRS financial measures are used by management to assess the Azerion Holdings financial position, financial results and liquidity and these types of measures are commonly used by investors, they have important limitations as analytical tools, and the recipients should not consider them in isolation or as a substitute for analysis of Azerion Holding's financial position or results of operations as reported under IFRS. azerion Next. Level. Digital. Entertainment. Media 32#33Forward-Looking Statements The Information may include statements, including Azerion Holding's or Azerion Group's financial and operational objectives that are, or may be deemed to be, "forward- looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "forecasts", "anticipates”, “expects", "intends", "aims", "targets", "seeks", "continues", "could", "can have”, “likely", "would", "may", "might", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward- looking statements may and often do differ materially from actual results. Past performance of Azerion Holding and Azerion Group cannot be relied on as a guide to future performance. Any forward-looking statements reflect Azerion Holding's and/or Azerion Group's current view and expectations with respect to future events and are subject to risks, uncertainties and assumptions relating to Azerion Holding's and/or Azerion Group's business, results of operations, financial position, liquidity, prospects, growth or strategies, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in Azerion Holding's and Azerion Group's records (and those of its their affiliates) and other data available from third parties. Although each of Azerion Holding and Azerion Group believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. azerion Next. Level. Digital. Entertainment. Media 33