FL Entertaiment SPAC

Disclaimer 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