Acquisition of Trivantage Holdings Pty Ltd

Detailed transaction terms Acquisition of 100% of Trivantage Holdings Pty Ltd Acquisition • Due diligence finalised Consideration • Terms of SCEE • Share Issue Vendor Involvement Condition Precedent Completion is expected to occur in mid-December 2020 Up to a total of $53.5m payable as follows and on a debt free basis: 1. Deal Completion Initial Cash Consideration $25.0m in cash at completion 2. FY21 Results Confirmation Payment Following confirmation that Trivantage FY21 EBIT is equal to or greater than $10.1m: a) $10.0m in cash; and b) $5.5m in SCEE shares (refer further details below) scee If FY21 EBIT less than $10.1m elements 2(a) and 2(b) each reduced on a pro-rata basis to nil at EBIT of $4.0m. If FY21 EBIT greater than $10.1m then incremental EBIT above $10.1m added to FY22 EBIT for purpose of calculating FY22 earn-out consideration 3(a) below 3. Earn-out: Deferred Consideration a) $4.0m in cash if Trivantage EBIT result for FY22 is equal to or greater than $10.1m b) $4.0m in cash if Trivantage EBIT result for FY23 is equal to or greater than $10.1m To the extent that EBIT is below $10.1m in either FY22 or FY23, the Deferred Consideration payment in that year would be calculated based on the following formula reducing the payment to zero: $4.0m less 5 x ($10.1m less actual EBIT) 4. Earn-out: Outperformance Consideration • • a) Up to $1.7m of cash payable if Trivantage EBIT results for FY22 is equal to or greater than $11.4m. Reduced on a pro-rata basis down to nil at EBIT of $10.1m b) Up to $3.3m of cash payable if Trivantage EBIT results for FY23 is equal to or greater than $14.4m. Reduced on a pro-rata basis down to nil at EBIT of $10.1m SCEE shares issued under FY21 Results Confirmation Payment will be ordinary fully paid shares in SCEE Shares issued at the VWAP over the 10 trading day period commencing 5 trading days before announcement 50% of SCEE shares will be escrowed for 12 months from completion, and remaining 50% escrowed for 24 months from completion Vendors that are currently executives of Trivantage will continue in their same executive roles with SCEE post-completion Paul Chisholm (significant shareholder and current Chairman of Trivantage) to be invited to join the SCEE Board Completion of the transaction is only conditional on there being no material adverse change in the period prior to completion Acquisition of Trivantage Holdings Pty Ltd 18

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