#1EMBRACER+ GROUP M&A update February 3, 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 acquisition and merger (as applicable) of Easybrain Group Limited, The Gearbox Entertainment Company and Aspyr Media (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. This Presentation does not constitute or form part of, and should not be constructed as, any offer, invitation, solicitation or recommendation to purchase, sell or subscribe for any securities in the Company in any jurisdiction and does not constitute any form of commitment or recommendation on the part of the Company or anyone else. The Presentation is intended to present background information on the Transactions and is not intended to provide complete disclosure. Readers of the Presentation should not treat the contents of this Presentation as an advice relating to legal, taxation, investment or any other matters. Neither the Presentation, nor any part of it, shall form the basis of, or be relied upon in connection with, any contract or commitment whatsoever. This presentation is not a research report. The Company and its affiliates, directors, advisors, employees and representatives disclaims any and all liability for direct and indirect consequences resulting from decisions which are wholly or partly based on information in the Presentation. The Presentation does not constitute and should not be considered as any form of financial opinion or recommendation by the Company or anyone else. This Presentation is not a prospectus in accordance with the (EU) 1129/2019 Prospectus Regulation and has not been approved or reviewed by any governmental authority or stock exchange in any jurisdiction in the EEA. Nor has the Presentation been reviewed or approved by any other regulatory authority or stock exchange globally. The distribution of the Presentation in certain jurisdictions may be restricted by law and persons into whose possession the Presentation comes should make themselves aware of the existence of, and observe, any such restriction. The securities of the Company have not been and will not be registered under the U.S. Securities Act, as amended (the "Securities Act"), or under any of the relevant securities laws of any state or other jurisdiction of the United States and the Company does not intend to make a public offer of its securities in the United States. Certain information contained herein has been obtained from published sources prepared by other parties that the Company has deemed to be relevant and trustworthy. Moreover, certain information in the Presentation is based on assumptions, estimates and other factors that were available to the Company at the time of when the information was prepared. Such assumptions, estimates or other factors, either made by the Company or by third parties, may prove to be, or become, incorrect, thus rendering the information in the Presentation to be inaccurate, incomplete or incorrect. No representation or warranty, express or implied, is made by the Company or any of its affiliates, directors, advisors, employees and representatives as to the accuracy, completeness or verification of any information contained in this Presentation. The Company has not made any independent review of information based on public statistics or information from an independent third party regarding the market information that has been provided by such third party, the industry or general publications. Financial information contained in the Presentation is not necessarily directly extracted from the Company's accounting systems or records. No information in the Presentation has been independently reviewed or verified by the Company's auditors unless explicitly stated otherwise. In addition, certain financial information may be preliminary and has yet not been finalized, be forward- looking, or subject to review/audit from the Company's auditors. Accordingly, such preliminary financial information may change. Furthermore, certain financial information in this Presentation has been prepared for illustrative purposes only and is solely intended to describe the hypothetical situation of if the acquired companies were part of Embracer for the periods referred to in the Presentation. Statements in this Presentation, including those regarding the Company's and its industry's possible or assumed future, the Company's business strategies, its expansion and growth of operations, future events, objectives, trend projections and expectations, or other performance of the Company or its industry, constitute forward-looking statements. By their nature, forward-looking statements involve known and unknown risks, contingencies, uncertainties, assumptions and other factors as they relate to events and depend on circumstances that will or may occur in the future, whether or not outside the control of the Company. No assurance is given that such forward-looking statements will prove to be correct. Prospective investors should not place undue reliance on forward-looking statements and they speak only as at the date of this Presentation. Past performance does not guarantee or predict future performance. Moreover, the Company does not undertakes any obligation to review, update or confirm expectations or estimates or to release any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this Presentation unless required by law or Nasdaq First North Growth Market's Rulebook for issuers. The Company and its affiliates, directors, advisors, employees and representatives expressly disclaim any liability whatsoever for such forward-looking statements. This Presentation as well as any other information provided by or on behalf of Company in connection herewith shall be governed by Swedish law. 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#3Three Transformative Transactions aspyr gearbox entertainment Easybrain EMBRACER** GROUP 3#4The new combined group EMBRACER* GROUP Pre. Acq.¹ 1) 2) Internal development studios External development studios Number of IPs Development projects Developers Announced Unannounced Internal External 59 57 222 61 96 3 576 963 Tot: 157 Tot: 4 539 I Easybrain 1 2 15 9 8 207 56 1 Includes A Thinking Ape Entertainment and IUGO Mobile Entertainment although not fully consolidated with Embracer Group per 20201231, expected closing during Q1 2021/2022 Aspyr uses 100+ contractors with an external work-for-hire studio. aspýr 1 12 3 1 5 140 100² I gearbox 2 13 4 3 10 367 310 EMBRACER+ GROUP Post. Acq. 63 73 244 74 119 4 290 1 429 EMBRACER** GROUP Tot: 193 Tot: 5 719 4#5Embracer's heritage THQ 1989 (defunct) M nordic games Founded 1993 KOCH MEDIA 1994 JoWooD 1995 aspyr 1996 Note: Circles denote the year in which respective company was founded. Dotted lines denote the year in which the respective company was acquired by Embracer Group. entertainment 1999 SABER INTERACTIVE 2001 1 EMBRACER* GROUP Stain 2010 2011 I I I I 2013 Easybrain 2016 M amplifier GAME INVEST 2016 O 2016 IPO DECA 2016 2018 I I I I T I I I I I I 2019 2020 2021 I I I I I 2016 EMBRACER* GROUP 5#6Founded by entrepreneurs and run by entrepreneurs THQNORDIC Klemens S DEEP SILVER KOCH MEDIA Klemens Anton Mamplifier Per-Arne SABER INTERACTIVE Lars Matthew EMBRACER+ GROUP DECA Ken 3 entertainment EMBRACER+ GROUP Randy Easybrain Oleg 6#7Organization overview post transaction 1,022 THQ Nordic Vienna, Austria Klemens Kreuzer Operational CEO Studios 16 Internal 25 External 2,851 Koch Media Munich, Germany Klemens Kundratitz Operational CEO Studios 10 Internal 25 External 127 Coffee Stain Skövde, Sweden Anton Westbergh Operational CEO Studios 4 Internal 7 External 180 19 Group HQ Karlstad, Sweden CEO Lars Wingefors Amplifier Game Invest Stockholm, Sweden Per-Arne Lundberg Operational CEO Studios 10 Internal 0 External 1,587 Saber Int. Maplewood, US Matthew Karch Operational CEO Andrey lones COO Studios 15 Internal 1 External aspyr 319 DECA Games Berlin, Germany Ken Go Operational CEO Studios 5 Internal 0 External 555 Gearbox Texas, US Randy Pitchford Operational CEO Studios 2 Internal 13 External gearbox entertainment "ver 230 EMBRACER** GROUP Easybrain Limassol, Cyprus Oleg Grushevich Operational CEO Studios 1 Internal 2 External Easybrain 7#8Purchase price for the Transactions ● ● The aggregated day one purchase price for the Transactions amounts to approximately SEK 9.3 billion on a cash and debt free basis. Approximately SEK 2.1 billion is paid in cash and SEK 7.2 billion in newly issued Embracer B shares. Maximum additional consideration amounting to SEK 12.5 billion, which is subject to fulfilment of agreed milestones, both operational and financial, over a period of up to 7 years. Maximum approximately SEK 7,0 billion is paid in cash and a maximum approximately SEK 5,5 billion in Embracer B shares at VWAP20 at time of signing. To earn the aggregated maximum total consideration of SEK 21,8 billion the acquired businesses must generate an accumulated Operational EBIT in excess of SEK 23,0 billion over the next 6 to 7 years. EMBRACER+ GROUP 8#9Estimated net sales and operational EBIT of Transactions FY 21/22 Estimated Net Sales, SEK million Estimated Operational EBIT, SEK million Note: 1) Easybrain, Aspyr & Gearbox Acquisitions announced 2nd of February¹ 3,600 to 4,600 1,000 to 1,500 EMBRACER+ GROUP 9#10Capital structure ● ● ● ● Embracer Group's capital allocation strategy is essential for continued growth. Embracer reiterates the ambition to maintain a strong balance sheet and strives to maintain a net cash position to maintain maximum strategic flexibility. For the right inorganic growth opportunity, financial leverage could temporarily exceed 1,0x operational EBIT to net debt, where operational EBIT is measured as management expectations for the coming twelve months. Solid net cash position post-closing of the Transactions providing desired strategic flexibility. Cash at hand and available credit facilities post the cash payment of the Acquisitions amounts to approximately 10,0 billion. EMBRACER+ GROUP 10#11EMBRACER GROUP +