Embracer Group Mergers and Acquisitions Presentation Deck
EMBRACER+
GROUP
Disclaimer
THIS PRESENTATION AND THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL AND MAY NOT BE REFERRED TO, QUOTED OR OTHERWISE DISCLOSED BY YOU NOR WHOLLY OR PARTLY. BY REVIEWING THIS INFORMATION, YOU ARE
ACKNOWLEDGING THE CONFIDENTIAL NATURE OF THIS INFORMATION AND ARE AGREEING TO ABIDE BY THE TERMS OF THIS DISCLAIMER. THIS CONFIDENTIAL INFORMATION IS BEING MADE AVAILABLE TO EACH RECIPIENT SOLELY FOR
ITS INFORMATION AND IS SUBJECT TO AMENDMENT.
The following applies to this presentation, any oral presentation of information included in this presentation, any question-and-answer session that follows the oral presentation and any other material distributed or statements made at, or in connection with, the
presentation (collectively, the "Investor Presentation"). Receipt of the Investor Presentation implies your agreement with the restrictions outlined below. The Investor Presentation (including these slides, the talks given by the presenters, the information communicated
during any delivery of the Investor Presentation and any question and answer session) is the sole responsibility of Embracer Group AB (the "Company") and was prepared by the Company for the sole purpose of a presentation made to you. The information
contained in the Investor Presentation has not been independently verified by the Company or the Managers. No representation or warranty, express or implied, is made by the Company or the Managers as to, and no reliance should be placed upon, the fairness,
accuracy, completeness or correctness of the information or opinions contained in the Investor Presentation. None of the Company or the Managers or their respective affiliates, or the shareholders, directors, officers, advisors, employees or representatives of any of
the foregoing entities accepts any responsibility in this respect.
The 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, HSBC Continental Europe, Nordea Bank Abp, filial i Sverige, Skandinaviska Enskilda Banken AB or Swedbank AB (the "Managers"). The Managers are acting as advisors solely to the Company and no
one else. The information contained in this Presentation should not be regarded or treated as an advice, opinion or recommendation relating to legal, financial, taxation or investment matters, neither from the Company nor the Manager.
The merit and suitability of any investment in the Company should be independently evaluated and any person considering such an investment in the Company is advised to obtain independent advice as to the legal, tax, accounting, financial, credit and other related
advice prior to making an investment. Investors should not subscribe for or purchase any securities of the Company except on the basis of information in a prospectus approved by a national competent authority, that may be published by the Company, which would
supersede the Investor Presentation in its entirety and would contain a description of risk factors pertaining to the Company and any securities potentially offered, its businesses, the securities and such an investment. In attending the meeting where the Investor
Presentation is made, or by reading the following presentation slides, the recipient acknowledges that it makes all trading and investment decisions in reliance on its own judgment and not in reliance on any of the Company or the Managers, their respective affiliates,
or the shareholders, directors, officers, advisers, employees or representatives of any of the foregoing entities.
The Investor Presentation contains statistics, data and other information relating to addressable markets, market shares, market positions and other industry data pertaining to the Company's business and markets. Such information is based on the Company's
analysis of multiple sources and, in some instances, assumptions from the Company. As far as the Company is aware from such information, no facts have been omitted which would render the information provided inaccurate or misleading.
The Investor Presentation may contain certain statements that are forward-looking. These statements may refer in particular to the Company's business strategies, its expansion and growth of operations, future events, trends or objectives and expectations, which
are naturally subject to risks and contingencies. Any such factors, individually or in the aggregate, may cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. The Company and the Managers,
its respective affiliates, directors, advisors, employees and representatives, expressly disclaim any liability whatsoever for such forward-looking statements. Further, forward-looking statements speak only as the date of the Investor Presentation. The Company and
the Managers does not undertake to update or revise the forward-looking statements that may be presented in the Investor Presentation to reflect new information, future events or for any other reason and any opinion expressed in the Investor Presentation is
subject to change without notice. Some of the financial information contained in the Investor Presentation is not directly extracted from the Company's accounting systems or records and/or are not International Financial Reporting Standards (IFRS) accounting
measures; however it is noted that the underlying source data for the information contained herein has been prepared under IFRS, which differs in certain areas when compared to the Company's accounting principles, which follow Swedish GAAP; the more notable
differences identified are in relation to IFRS 16 (which leads to a higher profitability compared to Swedish GAAP), earn out accounting and the absence of amortisation of goodwill under IFRS. Such information has not been independently reviewed or verified by the
Company's auditors or the Managers. In addition, certain financial information is preliminary and has yet not been finalized or subject to review/audit from the Company's auditors. Accordingly, such preliminary financial information may change.
The Investor Presentation does not constitute a prospectus within the meaning of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted
to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) ("Prospectus Regulation") and has not been reviewed or approved by any regulatory authority or stock exchange and no such prospectus is contemplated to be prepared. The
Investor Presentation does not constitute an offer or invitation to sell or purchase, or any solicitation of any offer to purchase or subscribe for, any securities of the Company in Sweden, the United States or any other jurisdiction. Neither the Investor Presentation, nor
any part of it, shall form the basis of, or be relied upon in connection with, any contract or commitment whatsoever. No public offering of securities of the Company in Sweden or any other jurisdiction is expected to be made. In any member state of the European
Economic Area the Investor Presentation is intended for distribution only to "qualified investors", as defined in the Prospectus Regulation ("Qualified Investors"). The distribution of the Investor Presentation in certain jurisdictions may be restricted by law and persons
into whose possession the Investor Presentation comes should make themselves aware of the existence of, and observe, any such restriction.
Within the United Kingdom, the Investor Presentation is intended for distribution only to persons who are Qualified Investors who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order or (iii) are persons to whom it may otherwise lawfully be
communicated (all such persons together being referred to as "relevant persons") and in such a case the Investor Presentation must not be viewed, accessed, acted on or relied on in the United Kingdom, by persons who are not relevant persons and any investment
or investment activity to which the Investor Presentation relates is available only to relevant persons and will be engaged in only with relevant persons. The Investor Presentation is an advertisement and is not a prospectus for the purposes of the Prospectus Rules of
the FCA and the Investor Presentation has not been approved by the FCA.
Securities may not be offered, subscribed or sold in the United States absent registration under the U.S. Securities Act, as amended (the "Securities Act"), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements thereof
and in compliance with the relevant state securities law. The securities of the Company have not been and will not be registered under the Securities Act and the Company does not intend to make a public offer of its securities in the United States. Neither the
Investor Presentation nor any copy of it may be taken or transmitted into, directly or indirectly, into the United States as that term is defined in the Securities Act. Any failure to comply with the foregoing may constitute a violation of U.S., Australian, Canadian,
Japanese, South African or other securities laws.
The Investor Presentation is subject to Swedish law and any dispute arising in respect of the Investor Presentation is subject to the exclusive jurisdiction of the Swedish courts with Stockholm district court as the first instance.
2View entire presentation