#1azerion Azerion Holding B.V. Interim Financial Results Presentation Q4 2021 28 February 2022 azerion Next. Level. Digital. Entertainment. Media 325/328 Chat here.. UK LUUK VANDIJK LMAO ND 1450 9 401 OMGG 48% azerion 17h1m fif a#2Your Speakers Today Atilla Aytekin Co-CEO Azerion Holding B.V. & Azerion Group N.V. azerion Next. Level. Digital. Entertainment. Media Dado Alonso CFO Azerion Holding B.V. & Azerion Group N.V. Ben Davey CSO Azerion Group N.V. 1#3Disclaimer 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 2#4Forward-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 3#5Background: 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. (reporting today, 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 are 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. +#6Our 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 5#7Q4 2021 Highlights - Strong Growth Revenue, Adjusted EBITDA EUR 126.3m Revenue Q4 2021 EUR 19.1m Adj. EBITDA¹ Q4 2021 azerion Next. Level. Digital. Entertainment. Media +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 also refer to the Definitions section of this presentation for more information. 6#8FY 2021 Highlights - Strong Growth Revenue, Adjusted EBITDA EUR 308.1m Revenue FY 2021 EUR 46.1m Adj. EBITDA¹ FY 2021 azerion Next. Level. Digital. Entertainment. Media +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 also refer to the Definitions section of this presentation for more information. 7#9Revenue Guidance for FY 2021 - Outperformed Reported Revenue Pro Forma* Revenue Original Guidance in 2021 azerion Next. Level. Digital. Entertainment. Media EUR 290m+ EUR 355m+ * assuming all acquisitions completed in 2021 were part of the group for the full year 2021 Updated Jan. 2022 EUR 300m+ EUR 375m+ Preliminary Unaudited FY 2021 EUR 308m EUR 384m 00#10Selected Strategic Highlights for 2021 Organic growth • Strategic partnerships Community games - the metaverse • NFTS Acquisitions azerion Next. Level. Digital. Entertainment. Media 9#11M&A Track Record in 2021-9 Acquisitions Completed Content whow Developer and publisher of online social games horwww ⒸO REALI admeen Online social games portals provider azerion Next. Level. Digital. Entertainment. Media DELTA PROJECTS Real-time advertising platform provider PubGalaxy SSP monetization platform sublime Platform Digital advertising agency 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 EUR 139m Total spend in 2021 YTD (of which ~45% cash upfront) Strong pipeline for M&A in 2022 onwards 10#12Financial Overview (Unaudited) Revenue €m 57.3 Q4 2020 126.3 10.3 Q4 2021 Reported EBITDA €m 9.7 Q4 2020 Q4 2021 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% Adjusted EBITDA ¹ €m 11.3 49.6 Q4 2021 39.2% 19.1 Q4 2020 Q4 2021 1 Adjusted EBITDA ¹ Margin 19.7% 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 also refer to the Definitions section of this presentation for more information. 11#13Financial Overview (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 EBITDA¹ 46.1 Adjusted EBITDA 1. As defined in section 1.1 of the Terms & Conditions of the Senior Secured Callable Fixed Rate Bonds ISIN: SE0015837794. Please also refer to the Definitions section of this presentation for more information. 12#14Platform Financial Overview (Unaudited) Gross profit €m Revenue €m 48.5 Q4 2020* Reported EBITDA €m 5.5 102.0 Q4 2021 5.8 Q4 2020* Q4 2021 Reported EBITDA Margin 11.3% 5.7% azerion Next. Level. Digital. Entertainment. Media 150.7 FY20 8.5 FY20 5.7% 235.3 FY21 17.3 FY21 7.4% 14.5 Q4 2020* Gross Margin 29.9% Adjusted EBITDA¹ €m 5.9 35.8 Q4 2021 35.1% 11.5 Q4 2020* Q4 2021 Adjusted EBITDA¹ Margin 12.2% 11.3% 44.9 FY20 29.8% 12.0 FY20 8.0% 81.2 FY21 34.5% 26.6 FY21 11.3% *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 also refer to the Definitions section of this presentation for more information. 13#15Premium Games Financial Overview (Unaudited) Gross profit €m Revenue €m 8.6 Q4 2020* Reported EBITDA €m 4.8 24.2 Q4 2021 56.2% 3.9 Q4 2020* Q4 2021 Reported EBITDA Margin 16.2% azerion Next. Level. Digital. Entertainment. Media 44.4 FY20 13.3 FY20 29.9% 72.8 FY21 14.4 FY21 19.8% 4.4 Q4 2020* Gross Margin 51.2% Adjusted EBITDA¹ €m 5.6 13.7 Q4 2021 65.1% 56.6% 7.5 Q4 2020* Q4 2021 Adjusted EBITDA¹ Margin 31.0% 25.0 FY20 56.3% 14.5 FY20 32.7% 40.1 FY21 55.1% 19.5 FY21 26.8% *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 also refer to the Definitions section of this presentation for more information. 14#16azerion Next. Level. Digital. Entertainment. Media MARRO MERE ELSA SATP Q&A HABBO HOTEL HIDEAWA 15#17azerion Next. Level. Digital. Entertainment. Media azerion Thank you for joining us 16#18Definitions (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 EFICI means European FinTech IPO Company 1 B.V. azerion Next. Level. Digital. Entertainment. Media 17#19Definitions (2/3) 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 18#20Definitions (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 19