FL Entertaiment SPAC

Disclaimer (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