#1Banijay FL Entertainment Global entertainment leader run by entrepreneurs May 2022 2577 Betclic Everest GROUP Betclic 8 3.50 3.20 1.60 2.45 1.35 LOV GROUP PEGASUS ENTREPRENEURS#2Leadership Stéphane Courbit Chairman FL Entertainment François Riahi CEO Sophie Kurinckx CFO PEGASUS ENTREPRENEURS Special Purpose Acquisition Company listed on Euronext Amsterdam Pierre Cuilleret Sponsor and CEO 2#3Invest in an entertainment leader alongside successful entrepreneurs and blue-chip shareholders 1 6 2 5 3 Entrepreneur-led entertainment group with exposure to two market segments offering high growth potential Founded by entertainment industry pioneer - Stéphane Courbit - with an outstanding track record of building businesses and creating shareholder value Growing, profitable businesses with complementary profiles Proven ability to source, execute and integrate M&A - and expand into new markets - further enhanced by Euronext listing and capital markets access Strong alignment between all stakeholders: core shareholders, sponsors, new investors and managers Unique opportunity to invest in scarce and high-quality assets at an attractive valuation 3#41 Global leader in entertainment F Banijay #1 independent production company in the world World's largest content catalogue and deep portfolio of IP rights • IP with strategic value for major digital SVOD² platforms and linear TV networks • Critical scale and recognized brands • Growing and secured business model • Unique ability to attract and retain key talents 1. Based on 2022E. Regulated activities represent activities for which local license is required 2. Subscription video-on-demand BetClic Everest GROUP Fastest-growing online sports betting platform in Europe 97% ¹ revenues from regulated activities • Proven track record of operating in highly-regulated and controlled environment • Leading positions: #1 in France, #1 in Portugal and #3 in Poland • Well-positioned for booming sport entertainment trend • Proprietary technology platform with award-winning UX and products 4#51 Exposed to two market segments offering high growth potential Structurally growing market • Content drives audience on digital platforms • IP, a strong differentiating factor Extensive consolidation opportunity (top 10 players representing ~6% of global content production market) Global content market Continued global growth of 'Over-the-Top' subscribers -350m 2019A +11% 2019- 2024E CAGR Expected increase in content creation spending¹ CAGR 2019-24E ~+25% ~1,070m DISNEY- 2024E NETFLIX tv HBоmax amazon prime video Paramount+ Global online gambling market • Deep addressable markets • Opportunities to duplicate know-how in new territories • Regulation bringing stability and sustainability • High / resilient growth pattern Global online gambling market to double by 2027 -€55bn CAGR 2020-27E ~+11% €115bn 2020A Sources: Grand View Research Sources: Companies, SNL, Wall Street Research 1. Content creation spending excludes sports programming; includes Fox, AMC, Warner Bros Discovery/HBO Max, Lionsgate, MGM, Viacom CBS, Walt Disney Company/Disney+/Hulu/Hoststar/ESPN+, Comcast/NBCU/ Peacock, AT&T, SKY, Netflix, Amazon Prime Video, Apple TV+ 2027E 5#62 Track record of building businesses and creating value #1 independent production company globally Revenue (€bn) -€0.4bn 2015A Banijay x7 ~€2.8bn 2021A Fastest-growing online sports betting platform in Europe Gross Gaming revenue (€m) BetClic Everest ~+€270m 2015A GROUP x3 ~+€835m 2021A 6#72 Founded by entertainment industry pioneer - Stéphane Courbit Founded ASP/Case Production in partnership with TV producer and host Arthur O 1994 e endemol france Appointed CEO of Endemol France following its merger with ASP Production O 1998 • 30-year track record of growing businesses and creating value for shareholders • Founded Banijay - now world's largest independent production company • Early investor in Betclic - now Europe's fastest-growing sports betting platform • Proven leader who attracts strategic partners • Track record of successful M&A execution and integration Betclic Founded LOV Group with €220m initial investment, investment in Betclic O 2007 LOV GROUP Banijay Founded Banijay with co investments from Groupe Arnault, Exor, DeAgostini O 2008 Exor I DE AGOSTINI Partnered with la Société des Bains de Mer as a new equity partner in Betclic O 2009 MONTE CARLO SOCIÉTÉ DES BAINS DE MER Groupe Arnault I zodiak Acquired Zodiak Media through its merger with Banijay (Vivendi retaining 26% the combined entity) O 2016 vivendi I I Partnered with Fimalac as new equity partner of LOV Group O 2019 ENDEMOL SHINE GROUP Led the acquisition of Endemol Shine by Banijay 1 Fimalac! O 2020 Investors expected to support the transaction and commit capital 7#83 Growing, profitable businesses with complementary profiles B Banijay Scalable platform with extensive opportunities for further consolidation Strong M&A track-record with a mix of bolt-ons and transformative acquisitions Proven and resilient business model based on hard and unique assets (#1 content catalog in the world) Asset-light business model with a strong cash generation BetClic Everest Fastest-growing online betting platform in Europe GROUP Continuous double-digit organic growth over the past years ¹ Strong brand awareness and digital platform to be leveraged in new countries Stellar free cash flow² growth (~2.3x over 2019-21A) Betclic 1. Gross Gaming revenue 2. Defined as Adjusted EBITDA - Purchase of PP&E and of intangible assets - Total cash outflows for leases that are not recognised as rental expenses Bet 8#910 Proven ability to execute bolt-ons M&A as well as transformative deals AIR PRODUCTIONS wa ara sanijay NORDISK FILM TV cuarzo Producciones s.l. 2008 Creation of Banijay Banijay BUNIM/MURRAY PRODUCTIONS Ambra A Banijay Group Company dlo producciones day light on H₂O PRODUCTIONS BRAINPOOL 10 1. Cumulated EBITDA of acquired bolt-ons 4 years after acquisition Banijay merged with Zodiak Media zodiak Stephen David 2016 ΕΝΤΕRΤΑΙΝΜΕΝΤ 3 Banijay Studios North America We are Banijay SSCREENTIME A Banijay Group company ~25 bolt-ons acquisitions since 2008 at an average EV/EBITDA multiple of 7x CASTAWAY TELEVISION PRODUCTIONS TO SEVEN WONDERS PRODUCTIONS Terence films portocabo 10 GOOD TIMES FERNSEHPRODUKTIONS-GMBH Bear Grylls 3 FUNWOOD MEDIA Banijay acquired Endemol Shine Group TELE & VISION Banijay Asia We are Banijay 2020 ENDEMOL SHINE GROUP THE NATURAL SF STUDIOS We are Banijay ITV movie A Banijay Company SOUTH FIELDS <DRY> GOOD HUMOR DON'T REPEAT YOURSELF We are Banijay MONELLO PRODUCTIONS DMLSTV Double dutch Over €100m of run-rate EBITDA acquired since 2008¹ 9#104 Strong cost synergies track record Significant M&A integration capabilities and know-how with sizeable synergies realized over the past years Zodiak Endemol Shine ~12 2016A Zodiak and Endemol Shine case studies: ~€80m of annual cost synergies realized since 2016 zodiak Acquisition in 2015/16 ~17 2017A ~17 2018A Group structure simplification Central costs optimization Maximisation of content library and format circulation Very quick implementation (10 months) ~17 2019A ENDEMOL SHINE GROUP Acquisition in 2019/20 Expected run- rate synergies of €67m in 2022E -28 -11 ~17 2020A -80 -62 ~17 2021E Structure simplification (corporate, IT and other central functions) Finance and distribution integration Leverage a strong catalogue Rationalisation of use of third-party service providers Very quick implementation (18 months) 10#114 Extensive consolidation opportunities for Banijay... Revenue (€bn)¹ 2.8 1.6 Banijay LIONSGATE Movie and TV 1.5 itv STUDIOS Selected global content production players ----- 1.5 Global content spend: ~€200bn² Top players mentioned below representing ~6% Fremantle Studios BBC STUDIOS WARNER DISCovery MEDIA CHANNEL 1.4 Merger of AT&T's WarnerMedia with Discovery Announced in May-2021 / $43bn transaction 1.0 Alediawan 0.9 MGM Film and TV content Recent consolidation transactions in content production amazon AllB 0.8 prime video 0.6 Red Arrow Studios Metro Mayer TOMIS jakter MARK MGM Acquisition of MGM by Amazon Announced in May-2021 / $8.5bn transaction Sources: Companies, Press, Ampere Analysis, Factset 1. 2021A for Banijay, FY2021 for Lionsgate and BBC Studios, FY2020 for ITV Studio, Fremantle, MGM and Red Arrows Studios, FY2019 for All3media and Tinopolis, Mediawan as per company website 2. 2021E 0.3 Tinopolis 11#124 ... as well as for Betclic Everest Group Revenue (€bn)¹ 5.9 Flutter 3.2 bet365 R allwyn Listing of allwyn via SPAC transaction with Cohn Robbins Holdings Corp Announced in Jan-22 / $9.3bn transaction 3.0 COHN ROBBINS HOLDINGS CORP Selected European betting players Σntain 3 Global online gambling market: ~€55bn² 1.0 I tipico BetClic Everest! 0.7 Flutter Sources: Companies, Press, Grand View Research, Moody's, Factset 1. 2021A for Betclic Everest Group, FY2021 for Rank Group, FY2020 for Flutter, Bet365, Entain, Tipico (estimated), FDJ, and STS Holding 2. 2020A GROUP Recent M&A activity in mobile betting Sisal Acquisition of Sisal by Flutter Entertainment Announced in Dec-21 / €1.9bn transaction FDJ 3. Online NGR 4. Sports betting 5. Digital NGR 0.4 4 0.2 5 Rank Group DRAFT KINGS 0.1 STS HOLDING Σntain Lapsed acquisition of Entain by DraftKings Lapsed in Oct-21 / $22bn transaction 12#13Strong strategic rationale of a listing accelerating group development... FL Entertainment Listing EURONEXT ✓ 100% primary transaction Significant equity raise reducing leverage... ... and increasing M&A and strategic room of manœuvre • Two platforms ideally positioned to seize M&A opportunities • Further funding for bolt-ons/ quasi organic acquisitions ● Optionality for large-scale M&A transactions • Triple voting rights structure creating additional flexibility for acquisitions Reinforced governance Betclic LIVE AUJOURD'HUN 11:00 J. Struff-A. Zverev 4.00 1,25 LIVE AUJOURD'HUI 12:00 N. Djokovic-D. Thiem Man-Carlo ATP 1,75 8.90€ & 2,10 14 > 13#144 while strengthening control over both businesses Pre-transaction Banijay top management 10.5% 63.2% LDH SAS 67.1% FL Entertainment (to be listed entity) Banijay Group - Holding 89.5% Banijay Contemplated transaction perimeter 47.3% BetClic Everest GROUP Group simplification increasing economic exposure 1. Pre earn-outs and pre warrants, equity raising of €550m as described on page 24 5.4% Betclic top management Post-transaction 89.5% Cost of capital optimization potential Banijay top management 10.5% FL Entertainment (to be listed entity) Banijay 46.4%¹ LOV 72.2%¹ Voting rights GROUP 94.6% BetClic Everest GROUP 5.4% Betclic top management Unencumbered access to cash flows and dividends 14#155 Strong alignment: major shareholders expected investments... Sizeable additional investments... LOV GROUP A FINANCIERE AGACHE TIKEHAU ΤΟ CAPITAL €250m €81m¹ ~€330m additional investments from existing shareholders and sponsors 1. Including €31m invested at Pegasus Entrepreneurs IPO and €50m in forward purchase agreement ... as well as reinvestments from existing shareholders vivendi MONTE CARLO SOCIÉTÉ DES BAINS DE MER LL Fimalac DE AGOSTINI €788m €425m €290m €207m ~€1.7bn roll-over from existing shareholders in Banijay and Betclic 15#165... committed to a long-term horizon PEGASUS ENTREPRENEURS Sponsors LOV GROUP A • FINANCIERE AGACHE vivendi MONTE CARLO SOCIÉTÉ DES BAINS DE MER KO CAPITAL LL Fimalac DE AGOSTINI 36 months lock-up 1. On stakes rolled over; lock-ups of 18 months for Vivendi, 12 months for SBM and Fimalac, 6 months for De Agostini Lock-ups of 6-to-18 months¹ Strong alignment of all major shareholders committing to 6-to-36 months lock-up and to an orderly sale coordination agreement 16#175 Strong incentives focused on equity value creation... LOV GROUP 3 earn-outs Respectively triggered at €13, €15 and €17 per share¹ PEGASUS ENTREPRENEURS Staggered promote Shareholder friendly structure Only ~1/2 awarded on or around business combination ~1/4 awarded at €11.50 and ~1/4 at €13.00 per share Strong incentive for LOV Group and sponsors driven by earn-out and promote mechanisms 1. Earn outs consisting of 13m free shares delivered at €13/share (expiry after 5 years), 3.5m free shares delivered at €15/share (expiry after 6 years), and 3.5m free shares delivered at €17/share (expiry after 6 years) 17#185 ... and experienced leadership team committed to long-term success Marco Bassetti CEO, Banijay, Endemol Italy Founder 30+ years of experience in media and entertainment ~5% owner in Banijay¹ B Banijay 1. Post "Bons de souscriptions d'actions" (BSA) exercise ~200 People under LTIP 8-year LTIP BetClic Everest GROUP Nicolas Béraud CEO, Betclic Founder 20+ years of experience in online gaming -5% owner in Betclic Everest Group ~50 People under LTIP 6-year LTIP 18#196 Strong profitable growth... 3,143 451 2,692 2019A Aggregated revenue (€m)¹ +21% growth 2019-22E 2,806 533 2,274 2020A 3,497 741 2,756 2021A I I -3.8bn ~0.8bn -3.0bn I 2022E I Adjusted EBITDA margin (%)² 15.0% 471 86 Aggregated adjusted EBITDA (€m)¹ 385 2019A BetClic Everest GROUP 16.3% +38% growth 2019-22E 456 129 327 2020A 17.4% 609 177 433 2021A I -650 -200 -450 2022E Banijay 1. Aggregated financials for Banijay and Endemol Shine in 2019 and 2020, including respectively €1,688m and €678m revenue and €231m and €74m adjusted EBITDA contribution from Endemol Shine in 2019 and 2020. 2. See page 34 for further background on the 2022E EBITDA forecast, including applicable factors and assumptions 2 19#206 and high and resilient cash generation Aggregated adjusted cash conversion (%)³ 81% 381 71 310 2019A 80% +31% growth 2019-21A 364 117 247 2020A Aggregated adjusted FCF (€m)¹,2 82% 498 162 335 2021A ~80% 2022E • High cash conversion characterized by low capex- intensity business model for both businesses Banijay BetClic Everest GROUP 1. Aggregated financials for Banijay and Endemol Shine in 2019 and 2020, including respectively €189m and €54m adjusted FCF contribution from Endemol Shine in 2019 and 2020. 2. Defined as Adjusted EBITDA- Purchase of PP&E and of intangible assets - Total cash outflows for leases that are not recognised as rental expenses. 3. Defined as Aggregated adjusted Free-cash flow/Aggregated adjusted EBITDA 20#216 Guidance & Outlook B Banijay BetClic Everest GROUP FL Entertainment Guidance 2022E • Revenue : ~€3.0bn Adjusted EBITDA: ~€450m Revenue: ~€0.8bn • Adjusted EBITDA: ~€200m • Revenue: ~€3.8bn • Adjusted EBITDA: ~€645m¹ • Adjusted FCF: ~80% cash conversion² Leverage between 3.0-3.5x4 Midterm Outlook Annual organic revenue growth: mid single digit Stable adjusted EBITDA margin Annual organic revenue growth: low teens Stable adjusted EBITDA margin Adjusted FCF: ~80% cash conversion² Dividend payout ratio: not less than 1/3 of adjusted net income³ Leverage policy: <3.0x4 Note: See page 34 for further background on the 2022E guidance and midterm outlook, including applicable factors and assumptions. The Group has not defined and does not intend to define by reference to specific periods the term "midterm". 1. Including ~€5m holding costs 2. Defined as (Adjusted EBITDA - Purchase of PP&E and of intangible assets - Total cash outflows for leases that are not recognised as rental expenses)/Adjusted EBITDA 3. Net income adjusted for restructuring charges and other non-recurring items, LTIP and employment-related earn-out and option expenses, and other financial income 4. Defined as Net debt post IFRS 16/Adjusted EBITDA 21#226 A rare investment opportunity in growth entertainment B Banijay • Large independent content producer • Successful proprietary IP, brands and formats • Best-in-class talent attraction and retention Key characteristics of the businesses Finding the right universe of comparable listed entities • Large scale platform with strong bargaining power and export capabilities • Highly diversified across genres, formats, clients and geographies • Top margins and cash conversion LIONSGATE UNIVERSAL WARNER MUSIC GROUP Disney EA DNEG Large content producers, IP owners and ecosystem stakeholders UNIVERSAL MUSIC GROUP ENDEAVOR Global scale and operating capabilities ✓ Large diversification across businesses/ geographies * No pure comparable in terms of business mix * In-house studios of broadcasters irrelevant given lower scale or independence, limited coverage and value impact of structural and cyclical headwinds BetClic Everest GROUP • Leader in attractive sports betting markets • Digital pure-play with best-in-class user experience • Scalable proprietary technology • Positioned in growing regulated markets with a strong focus on responsible gaming • Fast & sustainable growth resilient to cycles High margins and cash conversion Flutter FDJ Entain European betting operators exposed to similar markets and/or structural growth / regulatory drivers Fast growing businesses leveraging digital platforms * Some comparables have a high exposure to retail and/or unregulated markets 22#236 Compelling valuation levels 14.7x 13.1x ◇ 11.9x 18.5x 20.5× 17.3x Content producers and IP owners 20.4x 17.5x • 16.2x 23.4x 18.7x O 16.9x 11.1x 17.2x O Banijay 21.5x LIONSGATE DISNEY ENDEAVOR UNIVERSAL 15.5x 12.0x WARNER MUSIC GROUP Average: 15.6x² 13.3x 11.4x EA EV/EBITDA 2022E of peer set¹ Sources: Companies, FactSet as of 21/03/2022 Note: All EBITDA calendarised as of 31/12 1. EV is commonly computed as Equity value + financial net debt + non-controlling interests + other debt like items - associates 2. Including DNEG PIPE multiple 12.4x ONEG Legend: FL Entertainment 11.1x II Banijay 11.1x FL Entertainment 10.8x BetClic Everest GROUP Multiple based on a 1-month VWAP as of 21/03/22 PIPE EV / 2022E Adj. EBITDA multiple Average: 12.9x 11.9x 9.8x Online betting FDJ 10.7x 12.3x 10.4x 11.4x 10.8x BetClic Everest GROUP Entain 20.9x 14.9x 16.6x Flutter High/low ranges: multiples based on 3-month min / max share prices as of 21/03/22 23#246 Transaction structured to align all stakeholders Highlights The company expects the following highlights: ~€330m of cash secured by stakeholders to the transaction (LOV Group, SPAC Sponsors) Consolidate ownership of Betclic Everest Group via purchase of SBM stake for €425m in cash and €425m in equity¹ Consolidate ownership of Banijay via minorities stakes roll-up³ €300m in new cash for combined business, listed on Euronext Amsterdam More than €100m of the €210m SPAC cash escrow and c.€220m of the €250m PIPE investors line are already secured/committed Sources FL Entertainment equity contributed LOV Group Vivendi Société des Bains de Mer Fimalac De Agostini SPAC cash escrow Equity raising Expected sources & uses LOV Group cash equity new investment SPAC sponsors cash equity new investment PIPE investors Total sources (€m) 3,380 1,670 788 425 290 207² 210 550 250 50 1 250 1,2 4,140 Uses FL Entertainment equity roll- over LOV Group Vivendi Société des Bains de Mer Fimalac De Agostini SBM cash consideration Transaction costs Cash available and debt repayment Total uses (€m) 3,380 1,670 788 425 290 207² 425¹ 35 300 4,140 1. If PIPE raised (excluding LOV Group investment and SPAC sponsors) is above €250m, portion of cash payment for SBM's €850m stake could be increased from €425m up to €500m 2. Remaining De Agostini stake in LDH bought back by FL Entertainment through a vendor loan. If PIPE raised (excluding LOV Group investment and SPAC sponsors) is above €250m, De Agostini stake roll-up would be increased to maintain a 4.99% stake in FL Entertainment, subject to certain conditions 3. Vivendi 32.86% Banijay Group Holding stake roll-up for €788m, Fimalac 17.99% LDH stake roll-up for €290m and De Agostini 12.83% LDH stake roll-up for €207m 24#256 Pro forma ownership Share price Illustrative pro forma capitalization Pro forma shares outstanding (m) Equity value (€bn) 2 (+) Pro forma net financial debt (€bn) ² 3 (+) Non-controlling interests (€bn) ³ (+) Other items 4 Entreprise value (€bn) Implied EV/adj. EBITDA 2022E5 Pro forma net financial debt/adj. EBITDA 2022E³ €10.00 414.0¹ €4.1bn €2.3bn €0.4bn €0.3bn €7.2bn 11.1x 3.5x 1. Pre warrants and pre earn out 2. Including €2,114m of net debt 2021A post IFRS 16 for Banijay, €193m of net debt 2021A post IFRS 16 for Betclic Everest Group, €167m of net debt 2021A post IFRS 16 at Holding level, €97m vendor loan to purchase remaining De Agostini 6.02% stake in LDH and €300m of cash available post transaction 3. Including non-controlling interests in Banijay (€280m) and Betclic Everest Group (€150m) 4. Including €326m of earn-out and LTIPS % shares Illustrative pro forma ownership¹ Free float 10% O DE AGOSTINI 5% MONTE CARLO SOCIÉTÉ DES BAINS DE MER 10% Fimalac % voting rights 7 7% vivendi 19% 7 I Fimalac vivendi 10% DE AGOSTINI 3% MONTE CARLO SOCIÉTÉ DES BAINS DE MER 5% 4%7 Sponsors 1% i 26% Sponsors 2% Free float ( 5% I 13% LOV GROUP 46% LOV GROUP 72%8 5. Post holding costs of ~€5m 6. 4.99% stake rounded to 5% for presentation purposes 7. Excluding PIPE investments 8. Through triple voting rights mechanism benefiting to LOV Group only (with ability to transfer all (and not part) of them provided minority shareholders have the option to sell their shares at a price equivalent to the price received by LOV Group in the context of a tender offer launched by the transferee) 25#266 Board of Directors with extensive experience Stéphane Courbit Chairman • Founder of Banijay - world's largest independent production company Early investor in Betclic - Europe's fastest-growing sports betting platform François Riahi Executive Director Sophie Kurinckx Executive Director Alain Minc Director Eléonore Ladreit de Charrière Director Hervé Philippe Director Marco Bassetti Permanent Guest • Former CEO of Natixis • CFO of Banijay • Chairman of the Board of Sanef • Board member of Fimalac . CFO of Vivendi J • CEO of Banijay Pierre Cuilleret Independent Director Cécile Mayer-Lévi Independent Director Susana Gallardo Independent Director Yves de Toytot Independent Director¹ Marella Moretti Independent Director Nicolas Béraud Permanent Guest Co-founder and CEO of Pegasus Entrepreneurs • Head of Private Debt at Tikehau Capital • Board member of Unibail-Rodamco- Westfield • Deputy Chief Executive Officer-Finance at SBM • Board member of Telecom Italia CEO of Betclic 11 members 55% of Directors independent from LOV Group Balanced gender diversity Note: Number of independent directors, gender diversity and conflict of interest rules secured in a shareholders' agreement between all major shareholders 1. Should SBM hold more than 10% of FL Entertainment, FL Entertainment shall disclose and explain the reason why it does not comply with the independence threshold provided for in the Dutch Corporate Governance Code 26#276 Highest ESG standards FL entertainment is committed to set an example in all its markets and activities and strongly believes that social and societal performances are linked, and all subjects are tackled without taboo, be that gender equality, disability, inclusion, diversity, well-being at work, and a commitment to solidarity B Banijay Creation of global employees' groups (e.g. pride, disability, women-led) to foster inclusion and promote diversity Sustainability-led mindset to reduce carbon footprint and overall impact on environment Reaffirmed focus on creating a safe working environment for all employees 1. Based on 2022E. Regulated activities represent activities for which local license is required BetClic Everest Product positioning centered on mass recreational market (limited stakes - €10-15 per bet) 70 GROUP Best-in-class ability to pro-actively detect excessive gaming through data-driven algorithms people dedicated to prevent excessive and underage gaming 97%¹ revenues from regulated markets detection supported by artificial intelligence 27#286 Unique investment opportunity in entertainment industry ✓ Scarcity in the investable entertainment universe • #1 world independent leader in content production and #1 content catalog in the world¹ • Fastest growing online sports betting platform in Europe Invest alongside entrepreneurs and investors with exceptional value creation track record • All major shareholders rolling over into new group Management with significant skin in the game Strong growth potential • Exposed to two fast-growing and fragmented segments of entertainment industry Clear path to future value creation - including via M&A 1. Based on +120,000 hours in Banijay's content library MITIT 28#29PIPE overview Issuer Listing venue at Business Combination PIPE size¹ Use of proceeds Selected anchors investors Lock-up at listing² • FL Entertainment Euronext Amsterdam c. €220m PIPE commitments by anchor investors as of announcement of the transaction • Target to increase PIPE up to €250m To provide FL Entertainment with an optimal capital structure and financial flexibility to pursue its organic and inorganic growth strategy • To ensure a sufficient minimum free float post business combination Exor LOV GROUP Sponsors 36 months PEGASUS ENTREPRENEURS Investment AXA Managers 1. Excluding €250m investment from LOV Group and €50m from Sponsors already committed 2. Lock-up excluding shares subscribed in the PIPE vivendi 18 months MERIT HOLDING (Saadé family office) MONTE CARLO SOCIÉTÉ DES BAINS DE MER Fimalac 12 months Arjo (Investment vehicle of Didier le Menestrel) DE AGOSTINI 6 months 29#30Indicative transaction timeline May 10th May 12th June 23rd July 1st • Announcement of the Business Combination Publication of Shareholder Circular and convening of the Pegasus Entrepreneurs EGM • Pegasus Entrepreneurs EGM Closing, new shares issued and admitted to trading EGM notice period FL Entertainment starts trading on Euronext Amsterdam 30#31Risk factors (1/3) Risks relating to the Business of the Group in General The Group may not be able to retain key personnel or creative talents or to attract new talent, and it may not be able to maintain stable relationships with its consultants in certain strategic domains. The revenues generated by the Group depend on positive reception by audiences, consumer preferences and trends in popular culture, media and technology, which can be difficult to predict and can be impacted by various factors that the Group does not control. The Group may fail to successfully implement its business strategy or achieve any or all of the financial objectives included in this Prospectus, and if it does its financial performance and growth could be materially and adversely affected ● . ● ● Negative events may affect the Group's reputation, which could have an adverse effect on the Group's business and the market price of the Ordinary Shares and Warrants. Litigation and liability issues may have a material adverse effect on the Group's business, results of operations and financial condition. Changes in global or regional economic and political conditions could adversely affect the Group's business, results of operations or financial condition. The ongoing COVID-19 pandemic and the global efforts to contain it may harm the Group's business and results of operations and its ability to operate in any respect may be interrupted by the current COVID-19 pandemic. A substantial amount of the Group's assets represents goodwill and other intangible assets, and its earnings will be reduced if its goodwill becomes impaired and its ability to recover deferred taxes may be limited. The Group's success is dependent, in part, upon the integrity of its management and employees, and its risk management and internal controls may not prevent or detect violations of law. The Group's revenues and results of operations are subject to volatility and periodical and seasonal fluctuations. Risks relating to the Group's Content Production and Distribution Business Customers may request to obtain intellectual property rights to the formats the Banijay Group creates and programmes the Banijay Group produces, which may have a negative impact on the Banijay Group's revenues. Some of the formats produced by the Banijay Group are owned by third parties and the Banijay Group's access to these formats depends on the terms of the licenses for these formats. ● ● . ● . ● ● ● As an audiovisual production company, the Banijay Group benefits from various subsidies and tax incentives in European and non-European countries which support its productions, and changes in tax laws, regulations or other conditions underlying these subsidies could have a material impact on the Banijay Group's results of operations. Intellectual property infringements may have a material adverse effect on the Banijay Group's business. The Banijay Group's ability to generate secondary rights to the content the Banijay Group produces varies from one programme to another. Labour disputes involving the Banijay Group's own employees may disrupt its operations and adversely affect its results of operations. The Banijay Group's business may be affected by the default of counterparties in respect of money owed to the Banijay Group. A failure to honour the Banijay Group's obligations under the terms of its agreements with broadcasters could have a material adverse effect on its business. The Banijay Group is exposed to risks associated with content piracy, including digital and internet piracy, and the Banijay Group's information technology systems which may adversely affect its business, results of operations or financial condition. Risks relating to the Group's Online Sports Betting and Gaming Business Activities related to online sports betting and gaming are subject to an uncertain and rapidly evolving regulatory regime which varies significantly among countries. The Betclic Everest Group's growth prospects and market potential depend on obtaining, maintaining and renewing the licenses required by applicable national rules and regulations. The loss and/or revocation of such licenses could have a material adverse effect on the Betclic Everest Group's business. ● ● ● . . The Group faces substantial competition and if it is unable to compete effectively with existing or new competitors, its market share and sales could decline or not grow as rapidly as expected. The Group is subject to risks associated with acquisitions, joint ventures and the presence of minority shareholders. Increased employment costs may have a material adverse effect on the Group's business, results of operations or financial condition. ● ● The Banijay Group's business may be impacted by misconduct of management, employees, performers or other persons acting in connection with its productions. The Banijay Group may need additional capital to fund its growing operations, especially for the production of scripted programmes. If the Banijay Group is not able to obtain sufficient capital, it may be forced to limit the scope of its operations. The Betclic Everest Group's success depends on its ability to attract and retain new users, and the loss of its users, failure to attract new users in a cost-effective manner, or failure to effectively manage the Betclic Everest Group's growth could adversely affect its business, financial condition, results of operations and prospects. The Betclic Everest Group's growth prospects may suffer if the Betclic Everest Group is unable to develop successful offerings, if it fails to pursue additional offerings or if it is unable to anticipate it competitors' developments. In addition, if the Betclic Everest Group fails to make the right investment decisions in its offerings and technology platform, the Betclic Everest Group may not attract and retain key users and its revenue and results of operations may decline. The Betclic Everest Group's online sports betting and gaming businesses may not be able to respond to changes in technology to satisfy the future technological demands of its customers. 31#32Risk factors (2/3) As an online business, the Betclic Everest Group depends on the reliable functioning of the internet and information technology and equipment systems. Failure in IT systems and serious interference with IT systems, particularly through adverse external influences such as hacker attacks, may have a negative impact on the Betclic Everest Group's financial position, financial performance and cash flows. . The Betclic Everest Group is exposed to risks of fraud or cheating and fraudulent activities. Due to the nature of its business, the Betclic Everest Group processes a significant amount of consumer data. The Betclic Everest Group's inability to protect consumer data may lead to reputational damage and regulatory scrutiny or penalties, which could adversely affect the Betclic Everest Group's business, financial condition and results of operations. The Betclic Everest Group is subject to banking regulations due to deposits made by customers. The Betclic Everest Group may not be able to adequately protect or enforce its intellectual property rights, or third parties may allege that the Betclic Everest Group is infringing their intellectual property rights. The Betclic Everest Group relies on other third-party service providers and if such third parties do not perform adequately or terminate their relationships with the Betclic Everest Group, the Betclic Everest Group's costs may increase and its business, financial condition and results of operations could be adversely affected. The Betclic Everest Group's Bet-at-home.com business is subject to additional risks. Risks relating to Taxation The Betclic Everest Group has been subject to a VAT reassessment with respect to its activities of sports betting in France. As a significant portion of the Betclic Everest Group's revenues are generated in a limited number of geographies, a change in the taxation applicable to online sports betting and gaming may have a significant adverse impact on the profitability of the Betclic Everest Group. Changes in tax laws or successful challenges to the Group's tax position could adversely affect its results of operations or financial condition. The adoption by the Council of the European Union of an EU list of non-cooperative jurisdiction for tax purposes and the use of this list in the jurisdictions where the Group operates may impact its financial results. Tax legislation, tax audits or disputes and the Group's results may restrict its ability to use tax loss carry-forwards, and/or deduct interest. A change of control of the Group may restrict its ability to use tax loss carry-forwards. The services that the Group provides are subject to VAT and sales taxes that may increase. The Group may become subject to social security contributions reassessments. The Company intends to be treated exclusively as a resident of France for tax purposes, but the Company also is a resident of the Netherlands for certain Dutch tax purposes, and other tax authorities may seek to treat the Company as a tax resident of another jurisdiction, as a result of which the Company could be subject to increased and/or different taxes. Dividends distributed by the Company may be subject to dividend withholding tax in both France and the Netherlands. The number of issued and outstanding Ordinary Shares and/or Warrants may fluctuate substantially, which could lead to adverse tax consequences for the holders thereof. Risks relating to Financial Matters, Capital Structure and Corporate Structure of the Company and the Group Following the Listing, Financière LOV will continue to be in a position to exert substantial influence over the Company and its respective interests may differ from the interests of the Company's other shareholders. The Company relies on its operating subsidiaries to provide the Company with funds necessary to meet its financial obligations and the Company's ability to pay dividends may be constrained. The Group's significant leverage may make it difficult for the Group to operate its businesses. Failure to comply with the covenants or other obligations contained in the Banijay Indentures and in the Senior Credit Facilities Agreements could result in an event of default. Any failure to repay or refinance the outstanding debt when due could materially and adversely affect the Group's business. The Group is subject restrictive cover ants which limit its operating, strategic and financial flexibility. The Group is exposed to interest rate risks, and such rate may adversely affect its debt service obligations. Risks relating to the Business Combination . . . ● ● . . ● . ● ● ● ● ● . ● Actual or alleged procedural errors in the processing of online sports betting and gaming orders and the payment of winnings could result in claims for damages by customers for lost income from online sports betting or gaming, in regulatory risks and could have a material adverse effect on the Betclic Everest Group's business and reputation. The Betclic Everest Group may not be able to guarantee to its customers responsible gaming conditions. The Betclic Everest Group is subject to laws aimed at preventing money laundering, bribery and the financing of terrorism. Failure to comply with these laws could have a negative effect on the Betclic Everest Group's business and reputation. ● Pegasus Entrepreneurs and the Group have incurred significant transaction expenses and transition costs in connection with the Business Combination. The obligations associated with being a public company will involve significant expenses and will require significant resources and management attention, which may divert from the Company's business operations. BNP Paribas and Citigroup Global Markets Limited have acted as Joint Global Coordinator and Joint Bookrunner with respect to the Pegasus IPO, and have also acted as a Placement Agent in the PIPE Financing (with BNP Paribas as financial advisor to Pegasus Entrepreneurs) in connection with the Business Combination. A conflict of interest might be perceived as a result of such relationships. 32#33Risk factors (3/3) Risks relating to the Ordinary Shares and Warrants Our Special Voting Shares will concentrate voting control with Financière LOV or a permitted subsequent holder thereof, and limit the ability of other shareholders to influence corporate matters Future issuances of Ordinary Shares by the Company or any future sales or the possibility of future sales of a substantial number of Ordinary Shares and Warrants by Ordinary Shareholders may adversely affect the market price of the Ordinary Shares and Warrants, and any future issuance of Ordinary Shares may dilute investors' shareholdings. Shareholders may not be able to participate in future equity offerings with pre-emptive rights. To the extent a Warrant Holder has not exercised its Warrants before the end of the period within which that is permitted such Warrants will lapse worthless The Company may redeem unexpired Warrants prior to their exercise at a time that is disadvantageous to Warrant Holders, thereby making such Warrants worthless The Company has determined that the Warrants currently should be treated as debt, which may make the Company less attractive to investors. The Company cannot guarantee that the Warrants will be able to be reclassified as equity in future Non-compliance by Financière Lov under the Equity Financings could significantly impact the Company's shareholding structure and adversely affect the market price of the Ordinary Shares and the Warrants Investors with a reference currency other than euro will become subject to foreign exchange risks when investing in the Ordinary Shares and/or Warrants. If securities or industry analysts do not publish research or reports about the Company's business or industry, or if such analysts (if any) change their recommendations regarding the Ordinary Shares and/or the Warrants adversely, the market price and trading volumes of the Ordinary Shares and the Warrants could decline. Risks relating to the Listing There is currently no public trading market for the Ordinary Shares and the Warrants and there is a risk that no active and liquid market for the Ordinary Shares and the Warrants will develop and that the price of the Ordinary Shares and the Warrants may be volatile. If Settlement does not take place, purchases of the Ordinary Shares and Warrants will be disregarded and transactions effected in the Ordinary Shares and the Warrants will be annulled. ● ● ● . 33#34Disclaimer 2022 Adjusted EBITDA Forecast and other 2022 Guidance and Medium-term Outlook Adjusted EBITDA Forecast for the year ending 31 December 2022 The forecasted Adjusted EBITDA for 2022 and other 2022 guidance and medium term outlook in this press release ("Adjusted EBITDA Forecasts") is provided subject to the assumptions described below and assuming anticipated market conditions and anticipated macro-economic conditions. The Adjusted EBITDA Forecasts have been prepared on a basis which is: (i) comparable with the historical financial information of the FL Entertainment Group included in the FL Entertainment Group's combined financial statements; and (ii) consistent with the accounting policies applied by the FL Entertainment Group for the preparation of the combined financial statements. The Adjusted EBITDA Forecasts for 2022 are influenced by the factors listed below and are based on current assumptions, expectations and plans made by the FL Entertainment Group's management related to these factors. These assumptions relate to factors that can, even if only to a limited extent, or cannot be influenced by the FL Entertainment Group. Even if the FL Entertainment Group believes that these assumptions have been made to the best of the FL Entertainment Group's management's knowledge as of the date of this press release, they may prove erroneous or unfounded. As the Adjusted EBITDA Forecasts for 2022 relate to a period not yet completed and have been prepared on the basis of assumptions about future uncertain events and actions, it naturally entails substantial uncertainties. Because of these uncertainties, it is possible that the actual Adjusted EBITDA of the Banijay Group, the Betclic Everest Group and/or the FL Entertainment Group for 2022 may differ materially from the Adjusted EBITDA Forecasts. For the purpose of the Adjusted EBITDA Forecasts for 2022, the FL Entertainment Group assumes that: Factors outside the Group's influence The Adjusted EBITDA Forecasts for 2022 are generally subject to factors that are beyond the control of the FL Entertainment Group and its subsidiaries or any individual. These factors and the related assumptions of the FL Entertainment Group are outlined below: Factor: unforeseen events such as force majeure For the purpose of the Adjusted EBITDA Forecasts for 2022, the FL Entertainment Group assumes that no material unforeseen events will occur that could result in material or lasting constraints on the ongoing operations of the FL Entertainment Group such a force majeure (e.g. fire, floods hurricanes, storms earthquakes or terrorist attacks), strikes, a global pandemic or war. Factor: changes to the macro-economic, legislative or regulatory environment For the purpose of the Adjusted EBITDA Forecasts for 2022, the FL Entertainment Group assumes that there will be no material changes to the macro-economic, legislative, taxation and regulatory environment of the FL Entertainment Group when compared to those in effect during the year ended 31 December 2021. Factor: growing demand For the purpose of the Adjusted EBITDA Forecasts for 2022, the FL Entertainment Group assumes that global content market will grow with approximately 25% in 2022 and global online gambling market with approximately 11% in 2022 compared to during the year ended 31 December 2021. Factor: no COVID-19 For the purpose of the Adjusted EBITDA Forecasts for 2022, the FL Entertainment Group assumes that there will be no COVID-19 that impact the FL Entertainment Group's business during the year ending 31 December 2022. Factors that can be partly or wholly influenced by the FL Entertainment Group In addition, further factors may also influence the Adjusted EBITDA Forecasts for 2022 over which the FL Entertainment Group has control. The relevant assumptions are outlined below: Factor: timing and performance of acquisitions and disposals There are no material acquisitions of subsidiaries, joint ventures and/or associates by the FL Entertainment Group planned prior to 31 December 2022. In respect of the Banijay Group: Factor: the Banijay Group will pursue its strategy Development of scripted business: The Banijay Group will develop new scripted business at the same level as historically in the year ending 31 December 2022. Renewal of the Banijay Group's shows: The Banijay Group's main shows, such as Big Brother, Survivor and Masterchef, will be renewed by its customers in the year ending 31 December 2022. Investment in new IP to feed the Banijay Group's catalog and productions: The Banijay Group will invest in new intellectual property at the same level as historically to feed and develop the Banijay Group's catalog and productions. Factor: new blockbuster in the Banijay Group's catalog For the purpose of the forecasts for 2022, the Banijay Group assumed there would be no new blockbusters in the Banijay Group's catalog of shows in the year ending 31 December 2022. In respect of the Betclic Everest Group: Factor: Innovation in offers and user experiences to be able to attract new and retain current players The Betclic Everest Group will be able to attract new players by innovation in the offers made to players and improvement of its user experience, as well as to invest in customer relation management to retain players and improve their loyalty, and make the player database grow by 18% in the year ending 31 December 2022 compared to the year ended 31 December 2021, from 893,000 monthly average players in the year ended 31 December 2021 to 1,047,000 monthly average players in the year ended 31 December 2022. . If one or more of these assumptions proves to be erroneous or unfounded, the actual Adjusted EBITDA of the Banijay Group, the Betclic Everest Group and/or the FL Entertainment Group could deviate materially from the Adjusted EBITDA Forecasts. Other 2022 Guidance and Medium-term Outlook Assuming normal macro-economic conditions, market circumstances and no material changes to the current regulatory and tax framework of the Group's business or the markets in which the Group is active, in addition to the Adjusted EBITDA Forecasts for 2022, the Group aims to achieve the other 2022E guidance and medium-term outlook on pages 19 and 21. Except as specifically set out on page 21, the Group has not defined, and does not intend to define by reference to specific periods the term "midterm" and the medium-term outlook should not be read as forecasts, projections or expected results and should not be read as indicating that the Group is targeting such metrics for any particular year. The 2022 guidance and medium-term outlook are based on the Group's business plan and a number of assumptions that the Group's management believes are appropriate, but which may turn out to be incorrect or different than expected. The Group's ability to realise these estimates or to meet these objectives is based upon the assumption that it will be successful in executing its strategy and it depends, in addition, on the accuracy of a number of assumptions, involving factors that are significantly or entirely beyond its control and no assurance can be given that the Group will be able to realise these estimates or to meet these objectives or that its financial position or results of operations will not be materially different from these estimates or objectives. The estimates and objectives are also subject to known and unknown risks, uncertainties, and other factors that may result in the Group being unable to achieve them, see the risk factors set out on pages 31-33. These estimates and objectives constitute forward-looking statements and are not guarantees of future financial performance. As a result, the Group's actual results may vary from the 2022 guidance and medium-term outlook established herein and those variations may be material. The Group does not undertake to provide or publish any revised financial targets and objectives to reflect events or circumstances arising after the date of this presentation or to reflect events or circumstances existing at the date of this presentation but that have not been taken into account by us in connection with the Group's financial targets and objectives. 34#35Disclaimer (1/2) THIS PRESENTATION AND ITS CONTENTS ARE STRICTLY CONFIDENTIAL AND ARE FOR DISCUSSION PURPOSES ONLY AND MUST NOT BE RELIED UPON FOR ANY PURPOSE. THIS PRESENTATION IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL OR IN VIOLATION OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION. THIS PRESENTATION IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OR AN INVITATION TO BUY OR SELL SECURITIES. PERSONS INTO WHOSE POSSESSION THIS DOCUMENT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, ANY SUCH RESTRICTIONS. IMPORTANT: Please read the following before continuing. The following disclaimer applies to this document, any oral or video presentation of the information included in this document and any question-and-answer session that follows such oral or video presentation as prepared or held by Financière Lov SAS (the "Company"), Pegasus Entrepreneurial Acquisition Company Europe B.V. ("PEACE") or any person on behalf of the Company or PEACE (collectively, the "Information"). In this document, "Financière Lov", "we", "our", "us" and "the Group" refers to (i) the Company and its subsidiaries for the period up until completion of the contemplated business combination between the Company and PEACE (the "Business Combination"); and (ii) for the period following completion of the Business Combination, FL Entertainment N.V., the new parent company of the Company's subsidiaries upon its merger with PEACE and completion of the Business Combination (the "Combined Company"). PEACE has, and following completion of the Business Combination, the Combined Company will have, shares and warrants listed on Euronext Amsterdam N.V. This document has been prepared by the Company and PEACE for background purposes and is the responsibility of the Company, PEACE and, following completion of the Business Combination, the Combined Company. No reliance may be placed for any purpose on this document or its accuracy, fairness or completeness and, save in the case of fraud, no responsibility or liability is accepted by any person for any loss, cost or damage suffered or incurred as a result of the reliance on such information or opinions. This document has been given in conjunction with an oral or video presentation to investors and should not be taken out of context. This document is not intended to form the basis of any contract. This document does not constitute or form part of, and should not be construed as any advertisement or marketing material, any offer or invitation to sell or issue, any offer or inducement or invitation or commitment to purchase or subscribe for, or any solicitation of any offer to purchase or subscribe for, any shares in the Company or securities in any other entity in any jurisdiction, and no other party accepts any responsibility whatsoever, makes or gives any representation, warranty or other assurance, express or implied, for the contents of this document, including its accuracy, completeness or verification or for any other statement made or purported to be made in connection with the Company, nor shall this document or any part of it nor the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision in relation thereto. In addition, no duty of care or otherwise is owed by any such person to recipients of this document or any other person in relation to this document. Recipients of this document should conduct their own investigation, evaluation and analysis of the business, data and property described in this document. This document is not, and should not be construed as, a prospectus for the purposes of (i) Regulation (EU) 2017/1129 (the "Prospectus Regulation") or (ii) Regulation (EU) 2017/1129 as it forms part of domestic UK law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"), or offering circular, and does not constitute or form part of, and should not be construed as an offer or the solicitation of an offer to subscribe for or purchase shares and/or securities of the Company, PEACE or the Combined Company, and nothing contained therein shall form the basis of or be relied on in connection with any contract or commitment whatsoever, in particular, it must not be used in making any investment decision. The Company and PEACE have not decided whether to formally proceed with the Business Combination. BNP PARIBAS ("BNP PARIBAS") and Citigroup Global Markets Europe AG ("Citi" and together with BNP PARIBAS the "Banks"), or any of their respective parent or subsidiary undertakings or the subsidiary undertakings of any such parent undertakings or any of their respective affiliates ("Affiliates"), or their respective affiliates, directors, officers, partners, employees, advisers or agents ("Related Persons") are acting for PEACE, the Combined Company and the Company and no one else. Neither BNP PARIBAS nor Citi will regard any other person (whether or not a recipient of this document) as a client and will not be responsible to anyone other than PEACE, the Combined Company and the Company for providing the protections afforded to their respective clients or for providing advice in relation to any transaction, matter or arrangement referred to in this document. This document is not intended to provide, and should not be relied upon for accounting, legal, investment, business or tax advice nor does it constitute a recommendation regarding any transaction. You should consult your own attorney, accountant, business advisor and tax advisor for legal, investment, business, tax and accounting advice regarding any of the proposed transactions. By accepting this document, you confir that you are not relying upon this document contained herein to make any decisi The document and any opinions contained herein are provided as at the date of publication of this document and will be subject to updating, revision, verification and change without notice and such information may change materially. In publishing this document, none of the Company, PEACE, the Combined Company or the Banks nor any of their Affiliates or Related Persons undertake any obligation to provide the recipient with access to any additional information or to update this document, or to correct any inaccuracies in this document, including any data or forward-looking statements. This document does not purport to be full or complete and does not purport to contain the information that would be required to evaluate the Company, PEACE, the Combined Company, their financial position and/or any investment decision. Nothing contained in this document is or should be relied upon as a promise or representation as to the future. This document has not been reviewed or approved by any regulatory or supervisory authority. To the fullest extent permitted by law, none of the Company, PEACE, the Combined Company or the Banks nor any of their Affiliates or Related Persons accepts any responsibility or liability whatsoever for (whether in contract, tort or otherwise) or makes any representation, warranty or undertaking, express or implied, and no reliance should be placed the truthfulness, fairness, accuracy, completeness, verification or correctness of the Information or opinions of this document (or whether any information has been omitted from it) or any other information or opinion relating to the Company, 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 (including in respect of direct, indirect or consequential loss or damage) howsoever arising from any use of this document or otherwise arising in connection therewith. None of the Banks, nor any of their Affiliates or Related Persons have independently verified the data contained herein. Industry and market data This document contains statistics, data and other information relating to markets, market sizes, market shares, market positions and other industry data pertaining to the Company's business and markets. Such information has been accurately reproduced and, as far as the Company is aware and able to ascertain, no facts have been omitted which would render the reproduced information provided inaccurate or misleading. To the extent available, the industry, market and competitive position data contained in the Information and the related documentation comes from official or third party sources, which may or may not be publicly available. Third party industry publications, studies and surveys generally state that the data contained therein has been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. While the Company reasonably believes that each of these publications, studies and surveys has been prepared by a reputable party, neither the Company, PEACE, the Combined Company nor the Banks, nor any of their Affiliates or Related Persons have independently verified the data contained therein. In addition, certain of the industry, market and competitive position data contained in the Information come from the Company's own internal research and estimates based on the knowledge and experience of the Company's management in the markets in which the Company operates, and the Company's analysis and best estimates which are in turn based upon multiple third party sources. While the Company reasonably believes that such research and estimates are reasonable and reliable, they, and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness and are subject to change. Accordingly, undue reliance should not be placed on any of the industry, market or competitive position data contained in the Information. This document does not purport to be comprehensive. This document contains references to certain third party brand names, trademarks, service marks, trade names and copyrights of the Company, PEACE, the Combined Company and other companies, which are the property of their respective owners. Certain financial data included in this document 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 the Company's cash flow based on IFRS. Even though the non-IFRS financial measures are used by management to assess the Company's 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 the Company's financial position or results of operations as reported under IFRS. 35#36Disclaimer (2/2) Use of Projections This document contains estimated or projected information including financial information with respect to the Combined Company, including Revenue, Annual Organic Revenue Growth, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Free Cash Flow, Adjusted Cash Conversion, Adjusted Net Income, Gross Gaming Revenue and Leverage. Such estimated or projected financial targets and objectives represent the Company's and PEACE's expectations in respect of these financial measures for the periods indicated. These financial targets and objectives constitute forward-looking statements, and are for illustrative purposes only and should not be relied upon as necessarily being indicative of future results. The assumptions and estimates underlying such estimated or projected financial information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. See "Forward-looking Statements" below. Actual results may differ materially from the results contemplated by the estimated or projected financial information contained in this document, and the inclusion of such forward-looking statements in this document should not be regarded as a representation by any person that the results reflected in such estimates and projections will be achieved. Neither the Company's, PEACE's nor the Combined Company's independent auditors have audited, reviewed, studied, compiled, or performed any procedures with respect to the estimates or projections for the purpose of their inclusion in this document, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this document. Forward-Looking Statements This document includes statements, including financial and operational objectives regarding the Company or the Combined Company 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", "predicts", "assumes", "potential", "annualised", "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 the Company and PEACE cannot be relied on as a guide to future performance of the Combined Company. Any forward-looking statements reflect the Company's and/or PEACE's current view and expectations with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Combined Company's, the Company's and/or PEACE'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 the Company's and PEACE's records (and those of their affiliates) and other data available from third parties. Although each of the Company, PEACE and the Combined Company 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. These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to, changes in domestic and foreign business, market, financial, political and legal conditions; the inability of the Company and PEACE to successfully or timely complete the proposed Business Combination, including the risk that the approval of the shareholders of PEACE is not obtained; failure to realise the anticipated benefits of any future acquisitions; failure to realise the anticipated benefits of the contemplated Business Combination risks relating to the uncertainty of the projected financial information with respect to the Company; risks related to the rollout of the Combined Company's strategy; failure to acquire, develop, distribute or introduce new companies, formats or programmes; failure to retain or attract key personnel or creative talents; developments and changes in laws and regulations; the amount of redemption requests made by PEACE's public shareholders; the ability of PEACE or the Combined Company to issue equity or equity-linked securities in connection with the proposed Business Combination or in the future; the risk factors set out on pages 31-33 of this document and those risk factors discussed in the section "Risk Factors" in PEACE's prospectus dated 10 December 2021. Investors should read both complete sets of risk factors referred to above for a more complete discussion of the factors that could affect the Combined Company's future performance. If any of these risks materialises or the assumptions underlying these forward-looking statements prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither the Company nor PEACE presently know or that the Company and PEACE currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Forward-looking statements are not guarantees future performance and such risks, uncertainties, contingencies and other important factors could cause the actual results of operations, financial condition and liquidity of the Combined Company, PEACE and eir affiliates or the industry to differ materially from those results expressed or implied in the Information by such forward-looking statements. No representation is made that any forward-looking statement will come to pass or that any of the Combined Company's financial targets and objectives or forecast result will be achieved. As a result, undue influence should not be placed on any forward-looking statement. Except as specifically set out above, we have not defined and do not intend to define by reference to any specific periods the terms "short-term" or "medium-term", and the financial targets and objectives should not be read as indicating that we represent or otherwise commit to achieve any of these metrics or objectives for any particular fiscal year or reporting period. Other than the 2022E EBITDA guidance as set out on pages 19 and 21 of this document, no statement in this document is intended to be nor may be construed as a profit forecast. Forward-looking statements speak only as of the date they are made. Certain figures contained in this document, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly to the total figure given. No Offer or Solicitation This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This document is not for publication or distribution, directly or indirectly, in or into the United States. This document does not constitute an offer of securities for sale into the United States. Any securities referred to in this document and herein have not been, and are not intended to be, registered under the US Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of the securities of the Company in the United States. The Information is only addressed to and directed at the limited number of invitees who: (A) if in member states of the European Economic Area, are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation ("Qualified Investors"); (B) if in the United Kingdom, are "qualified investors" within the meaning of Article 2(e) of the UK Prospectus Regulation and who are also persons (i) having professional experience in matters relating to investments falling under Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) falling within Article 49(2)(a) to (d) of the Order, or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"); or (C) if in the United States, are either (i) "qualified institutional buyers" as defined in Rule 144A of the Securities Act ("QIBs") or (ii) "accredited investors" within the meaning of Rule 501(a) (1), (2), (3) or (7) under the Securities Act ("IAls"). The Information must not be acted or relied on (i) in the United Kingdom, by persons who are not Relevant Persons and (ii) in any member state of the European Economic Area, by persons who are not Qualified Investors. Any investment activity in the United Kingdom to which the Information relates is available only to Relevant Persons and may be engaged in only with Relevant Persons. Nothing in the Information constitutes investment advice and any recommendations that may be contained therein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient. If you have received this document in any form whatsoever and you are not a Relevant Person, a QIB, an IAI, a Qualified Investor or otherwise able to receive this presentation without contravention of any legal or regulatory restrictions applicable to you, you must delete and/or destroy it immediately and not copy, reproduce or otherwise disclose it (in whole or in part). This document is being delivered in connection with proposed meetings of the Company and no copy of this document will be left behind after such meetings, if applicable. The release, publication or distribution of this presentation in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which they are released, published or distributed, should inform themselves about, and observe, such restrictions. Final representations and warranties By attending any presentation in which this document is made available or by receiving this document through any other means, you warrant, represent, undertake and acknowledge that (i) you have read and agree to comply with the foregoing limitations and restrictions including, without limitation, the obligation to keep this presentation and its contents confidential, (ii) you are able to receive this presentation without contravention of any applicable legal or regulatory restrictions, (iii) you will not use this information in relation to any investment decisions (if any), (iv) if you are in the United States, you are either a QIB or an IAI, (v) if you are in a member state of the European Economic Area, you are a Qualified Investor and (vi) if you are in the United Kingdom, you are a Relevant Person. Failure to comply with these restrictions may constitute a violation of applicable securities laws. 36