Azerion SPAC Presentation Deck

Transaction structure Transaction summary Key Transaction Highlights €1,300m Enterprise Value Headline Valuation €959m Value to Azerion Shareholders¹ €382m SPAC size €1,387m Pro Forma Equity Value azerion c.€313m Net primary proceeds Financing Details c.€87m Net cash post transaction¹0 <2.9x 2022E Revenue 66% Azerion Shareholder Ownership² c.€23m Sponsors & Co-Investors €50m³ Secondary proceeds Represents, in aggregate, c.5% of existing shareholder value Implied Sources & Uses Sources (€m) Existing Shareholders roll-over equity4 Cash in Escrow Account5 Sponsors & Co-Investors €226m Net debt and other adj. pre-deal Total Expected use of proceeds: Organic growth initiatives Pro Forma Ownership7 Existing Shareholders roll-over equity4 Shares to SPAC shareholders Uses (€m) 909 Existing Shareholders roll-over equity4 382 Primary proceeds for growth 23 Secondary proceeds Transaction expenses 1,314 Total O M&A pipeline 66% 28% 2% 909 313 50 42 5% Sponsors & Co-Investors Shares to SPAC sponsors8,⁹ Total 100% 1,387 (1) Total value including secondary. (2) Total shareholder ownership post transaction. (3) Secondary proceeds raised only after coverage of expenses and the first €150m of primary. (4) Calculated as pre-money equity value to Selling Shareholders and SAR Holders of €1,074m less the following: cash to the Selling Shareholders and SAR Holders, as applicable, the EFICI Sponsor Promote, Transaction Expenses and applicable wage taxes and social security contributions in connection with the settlement of Azerion's SAR plans which for illustrative purposes in this overview are deemed to be zero (but are expected to be in the range of €3 million to € 6 million and will be finally determined prior to closing). (5) Assumes no redemptions. Before deducting Negative Interest. (6) Estimated total transaction expenses (including Negative Interest) for both Azerion and EFIC1. (7) Illustrative €10 share price, assuming 0% redemption rate on the ordinary Shares. This table does not reflect the existence of a number of Capital Shares that carry voting rights and a certain entitlement to dividends. These shares are held by certain SPAC sponsors. (8) As part of the Business Combination, the SPAC sponsors have agreed, subject to closing of the Business Combination, (i) to forfeit 10% of the Special Shares, (ii) to make 15% of the remaining (i.e. non-forfeited) Special Shares subject to an earn-out (.e. the resulting "Conditional Special Shares" will solely convert on a 1:1 basis into Ordinary Shares if the Ordinary Shares, post- Business Combination, close at EUR 12 or higher for 20 trading days within any consecutive 30-trading day period and no later than the 5th anniversary of the Business Combination), and (iii) to waive their rights to retain the Founder Warrants after EFICI has elected to call the Founder Warrants in the event that the Ordinary Shares, post-Business Combination, close at EUR 18 or higher for 20 trading days within any consecutive 30-trading day period, in line with the Warrants that were offered in the IPO of EFICI IPO as part of the Units. (9) This number does not include 1,289,581 Conditional Special Shares (which for ease of reference includes the conditional call option on Ordinary Shares granted to one of the SPAC Sponsors on similar terms as the Conditional Special Shares). The SPAC sponsors shall waive the voting and dividend rights attached to the Conditional Special Shares until the moment these shares convert into Ordinary Shares. (10) Net of other adjustments. 27 1,314 Value (€m) 909 382 23 73

View entire presentation