#1EMBRACER+ GROUP The Gearbox Entertainment Company merger February 3rd, 2021#2IMPORTANT INFORMATION PLEASE READ THE FOLLOWING BEFORE CONTINUING READING. - EMBRACER+ GROUP This presentation (the "Presentation") has been prepared by Embracer Group AB ("Embracer" or the "Company") and is provided for information purposes only in connection with the merger of Embracer Group AB and The Gearbox Entertainment Company, Inc (the "Transactions") as disclosed in the Company's press releases dated 3 February 2021. By attending a meeting where this Presentation is presented or by accessing information contained in or obtained from the Presentation, including by reading this Presentation, you agree to be bound by the following limitations and notifications. This Presentation may not be used for, or in connection with, any offer to, or solicitation by, any person in any jurisdiction or under any circumstances. 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The courts of Sweden, with the District Court of Stockholm as the first instance, shall have exclusive jurisdiction to settle any conflict or dispute arising out of or in connection with this Presentation or related matters. 2#3✪ gearbox C entertainment Today's Speakers: Randy Pitchford Steve Gibson CEO & Founder President Publishing Steve Jones CTO Jenna Hardy CFO S Sean Haran CBO#4* The Gearbox + Entertainment Company 286E1-15 1913 A + + ENTERTAIN THE WORLD. 4#5Award-winning developer and publisher of leading entertainment... Founded in 1999 • 100% founder and employee owned 22 years of profitability We value happiness, creativity, and profit ● ...on a mission to entertain the world EMBRACER+ GROUP entertainment 5#6The Gearbox story Creation software Talent gearbox entertainment IP Maximization ge carbox publishing Process Technology EMBRACER* GROUP ✪ entertainment 6#7Talented and experienced team 111 r ACY'S Stapen D 2 1111 350+ Team members Frisco Texas, US 150+ Team members Quebec City Canada EMBRACER* GROUP Led by a team of entertainment industry veterans entertainment 7#8Led by seasoned management Randy Pitchford Steve Gibson CEO, Founder President Publishing 30+ years in gaming 25+ years in gaming Steve Jones Chief Technical Officer 20+ years in gaming Jenna Hardy Chief Financial Officer 15+ years in gaming Sean Haran Chief Business Officer 10+ years in gaming EMBRACER* GROUP O entertainment. 8#9EMBRACER* GROUP Game development is at the heart of who we are λ HALO BORDERLANDS COUNTER BROTHERS *IN ARMS* TONY HAWK'S PRO SKATER STRIKE GLOBAL OFFENSIVE 3 20TH ANNIVERSARY DUKE NUKEM WORLD TO TOUR $ HOMEWORLD 007 guagline. entertainment 9#10Borderlands - a growing IP franchise BORDERLANDS BORDERLANDS 2 BORDERLANDS THE PRE-SEQUEL D TERESS wwww 2009 Established $1B+ Net bookings 60M+ Franchise units sold 55+ Game of the Year Awards BORDERLANDS EMBRACER* GROUP entertainment 10#11Gearbox Publishing TRIBES OF MIDDARD TM HOMEWORLD MOBILE R GODFALL HOMEWORLD 3 WE HAPPY FEW RISK OF RAIN 2015 Founded 18 Games shipped 60 Team members 13M+ Community members EMBRACER* GROUP We want to... Continue as the most developer-friendly publisher in the world Protect and promote creative visions Ⓒ entertainment 11#12Ancillary and transmedia Borderlands movie currently being shot in Budapest BORDERLANDS Strong commitment from the studio LIONSGATE Director and leading stars already are signed ET Partnership with Arad Productions ARAC ANIMATI Holliwood 馗 f ● ● MOVIES TV BUSINESS STYLE TECH AWARDS CULTURE GAMING VIDEO SITES Courtesy of Gearbox Software Watchmen Pilots Guide Premieres Renewal Scorecard TV's Top 5 Series Regular Grey's TWD APRIL 27, 2020 6:00am PT by Patrick Shanley 'Brothers in Arms' TV Adaptation in the Works (Exclusive) Based on the video game franchise, the new show centers on real, previously classified events from World War II. Video game developer Gearbox Entertainment has teamed with showrunner Scott Rosenbaum (Queen of the South, V, Gang Related) to adapt its shooter franchise Brothers in Arms for the small screen. Newsletters Subscribe Q Brothers in Arms television series Scott Rosenbaum signed as showrunner Always looking to leverage fully our IP BROTHERS *IN ARMS: EMBRACER* GROUP entertainment 12#13Gearbox Entertainment Finance ● ● A proven studio with a strong track-record and an exciting future Modern and scalable world-class finance function Committed to investing in talent, content, and infrastructure 100M+ Units sold 22 years Unbroken profitability EMBRACER+ GROUP gearbox 13 ertertainment#14Gearbox Entertainment Finance All of this enables Gearbox to recruit and retain top talent that leads to incredible games and revenue BORDERLANDS 5M+ Units sold the first five days 1M+ Concurrent players 10M+ Sold-in units worldwide EMBRACER+ GROUP BORDERLANDS 3 O gearbox 14 entertainment#15Embracer and Gearbox gearbox entertainment • Embracer's vision and model fit Gearbox perfectly Gearbox is positioned for growth and opportunity Incredible future together ● EMBRACER* GROUP entertainment 15#16The Transaction maximum consideration of $1378m UPFRONT CONSIDERATION $363m with a corresponding Enterprise Value of $363m on a cash and debt free basis Paid with $175m in shares¹ and $188m in cash UP TO SIX YEARS EARNOUT Up to $300m million over 6 years conditioned on operational targets and up to $715m over six years conditioned on financial² targets. Paid with c.$360m in shares³ and c.$655m in cash Randy Pitchford (CEO) and management is retained and incentivized Revenue Adjusted Operational EBIT 1 052 FINANCIALS 317 Gearbox constitutes Embracer Group's 7th Operative Group 1 037 Frisco, TX (USA) 2019 POST DEAL CORPORATE STRUCTURE YTDSep20 417 gearbox entertainment. (MSEK) Gearbox Entertainment, Frisco, TX (USA) HQ and Business operations Development studios EMBRACER+ GROUP Quebec City, Quebec (CA) nd including 2 February 2021 February 1) The closing consideration shares represent newly issued EMBRAC B shares priced at SEK 197.57 (20 day volume weighted average price up to and including 2 2) The financial earnout is payable in two installments after four and six years with a catch-up opportunity in year 6. 3) The earnout consideration shares will be issued when earned priced at 197.57 (20 day volume weighted average price up to and including 2 February 2021) and will be freely tradeable when issued. 2021) and lock-up rights. EMBRACER GROUP 16#17Earnout achievement Financial earnout Illustrative example Adjusted EBITDA Low End Adjusted EBITDA High End Accumulated EBITDA Low End Accumulated EBITDA High End 41 77 77 41 FY21/22 98 183 106 57 FY22/23 190 353 92 170 FY23/24 1) Adjusted EBITDA is illustrative and based on Gearbox accounting principles (US GAAP), no capitalization of development costs. 622 335 145 269 FY24/25 936 504 169 314 FY25/26 1 304 701 197 368 FY26/27 EMBRACER GROUP 17#18Rationale Significant organic growth expected coming six years M&A Platform for further inorganic growth Gearbox independent seventh operating group. Current relationships with the industry and business partners will remain strong and unchanged Long term synergies with other Embracer companies within distribution, publishing, development and IP utilization. FURO BALA EMBRACER+ GROUP 18#19Q&A 20 EMBRACER* GROUP 19