Azerion Group N.v · EURONEXT:AZRN
Azerion — SPAC Merger (December 2021)
83 slides from Azerion's SPAC merger presentation, Dec 13, 2021
Slide 1: High-Growth, Profitable Digital Entertainment & Media Platform
Cy azerion HIGH-GROWTH, PROFITABLE DIGITAL ENTERTAINMENT & MEDIA PLATFORM Investor Presentation, December 2021
Slide 2: Introduction
Introduction Azerion EFIC1 Future involvement with Azerion < Atilla Aytekin Co-Chief Executive Officer & Co-founder Maria del Dado Alonso Sanchez Chief Financial Officer Qs azerion Umut Akpinar Co-Chief Executive Officer & Co-founder a Sebastiaan Moesman Chief Revenue Officer y) Ben Davey Chief Inve
Slide 3: Market opportunity
Market opportunity We are at the heart of two converging mega trends Audiences continue to transition to digital forms of entertainment of which... ... growing target for advertising spend ... gaming is one of the most engaging forms of content and a... Qs azerion
Slide 4: What we do
What we do Our platform serves the needs of our customers and partners > Audience views Customers Audiences for advertisers and in-game purchases Consumers Advertisers Ad spend across our platform (~22% of revenue’) F. - 7 azerion ; - . a a SchnoloN x. eq Share of ad revenue within Game T Digital Sh
Slide 5: Who we are
Who we are Our scaled platform creates high barriers to entry / s000 | Employees of which ) \ 500+ tech } \ and creativest / \ 7% oe { Amsterdam 26 offices in XS we Qs azerion Consumers Advertisers Digital publishers Game creators Co | Unique monthly re . (‘wooo \ Ww ~) 300,000+ Advertisers? = "hi a
Slide 6: The financial result
The financial result High growth, increasingly profitable and cash flow positive ut of wih 70 STRONG TOP-LINE GROWTH PROFITABLE AND CASH GENERATIVE 37%+ 14% 76% evenue CAGR 2018-2022'2 2020A adjusted EBITDA marc 2 020A €355m+ OFF ior} vena 54% €139m 2020A cash conversion® 2021 YTD ez M&A spendé 2018
Slide 7: Drivers of growth
Drivers of growth We have four main drivers of continued growth ta) Platform (AS) Capturing platform synergies and synergies Wi network effects (3 } p Disciplined and synergy focused M&A M&A pipeline (© | €139m M&A spend in 2021 YTD? Strong pipeline for 2022 Platform Aaa a VM Grow user base Grow wal
Slide 8: Spotlight on our Consumers
Spotlight on our Consumers Content is the biggest opportunity in the digital age. The future is digital entertainment.
Slide 9: Platform fuelled by diversified and scaled content
Spotlight on our Consumers Platform fuelled by our highly diversified and scaled content Thousands of Casual Games for all (free-to-play)! Nine Premium Games for our most engaged players (in-game purchase)? e Gy sa Community (MMO) Poker 16,000+ 2,000+ 130 i U Game titles? Game portals* Average new g
Slide 10: Our game content appeals to all ages, nationalities and interests
Spotlight on our Consumers Our game content appeals to all ages, nationalities and interests What age groups play our games?! Girls adventure Dress-up Undisclosed Europe a 47.0% 65+ 22.7% 5% iat vate Asiot (UU 226 334m Unique game plays per month? ety North America | 13.6% Female = 50s aciventure 63
Slide 11: Consumers frequently engage, generating valuable views and data
Spotlight on our Consumers Consumers frequently engage, generating valuable views and data Millions of users... ... spending engaged time on our platforms... Average Average 425m+ 411 min/day 80 min/day Monthly active users! Spent by consumers Spent by consumers playing our Casual playing our Premiu
Slide 12: Spotlight on our Advertisers
Spotlight on our Advertisers Maximizing brand performance, ensuring brand safety.
Slide 13: Most comprehensive proposition to advertisers
Spotlight on our Advertisers We offer the most comprehensive proposition to advertisers... a AdTech services Audience segmentation Curated content Country-level campaign management © theTradeDesk Magnite SG digital turbine. AliveRamp © PubMatic Google facebook @Pinterest twitter > ZL APPLOVIN (is) i
Slide 14: End-to-end services covering tech and local support
Spotlight on our Advertisers ... with end-to-end services covering tech and local support ir technology enables an easy and safe way to rea ir local teams can take ownership of the whole 1 consumers with advertising advertising process from end-to-end Talking to Safety Control & Machine learning Cov
Slide 15: Vertical integration maximizes efficiency for all parties
Spotlight on our Advertisers Vertical integration maximizes efficiency for all parties Typical allocation of highly intermediated ad spend vs. Azerion’s model Traditional ad spend value chain ( psp ssp User data Fy ; cach raud detection intermediary Viewabllity tracking takes out 510%! Dynamic Cres
Slide 16: Working with 300,000+ advertisers and agencies globally
Spotlight on our Advertisers Working with 300,000+ advertisers and agencies globally for years Qs azerion oie PUBLICIS GROUPE roup” janageo g @ dentsu Ds of Ls if Sess Tan 4 Ss ‘ . hd Ceri Cita * fe “ a | havas Sovermmtthetelands OmnicomGroup 16
Slide 17: Spotlight on our Digital Publishers and Game Creators
Spotlight on our Digital Publishers and Game Creators Driving engagement, maximizing reach, capturing value. ) 7
Slide 18: Engage new audiences with content. Increase revenues with our tech
Spotlight on our Digital Publishers Engage new audiences with content. Increase revenues with our tech Adigital publisher can be anyone who connects with its customers digitally - we provide them with three potential solutions... ee ee ee ee WKS) AdTech and sales Gaming-as-a-service Full-service tur
Slide 19: We enable game creators to distribute, monetize and optimize
Spotlight on our Game Creators We enable game creators to distribute, monetize and optimize ° their games ~400+ 3,900+ ~130 New game proposals e-Commerce distribution titles Average new games per month! available to consumers? published per month? Innovate Distribute Optimize Monetize and key insigh
Slide 20: We innovate, distribute, optimize and monetize for Ubisoft
We innovate, distribute, optimize and monetize for Ubisoft Azerion Azerion Ubisoft digital entertainment platform Digital Publishers media platform Advertisers Ubisoft is IP owner of Azerion innovates and Game is published on Monetize the Hungry Shark series adapts game to HTML Azerion portal We gen
Slide 21: Platform benefits from strong ecosystem network effects
Summary Our platform benefits from strong ecosystem network effects Qazerion » Consumers Advertisers 4 § st a. 5 & 9, ir. azerion 7echno\os ¥ Game Digital Creators Publishers ¥ 21
Slide 22: Spotlight on our Financials and Growth
Spotlight on our Financials and Growth Our financials and prospects.
Slide 23: Strong and consistent top-line growth
Momentum Strong and consistent top-line growth M&A spend opportunity in rom 2022 and future onwards likely M&A to remain strong Revenue from future M&A 18-22 See CAGR: 37%+ CAGR: Low 20s Organic _ revenue €450m+ €355m+ €173m €195m Revenue arth Ea 2018" 20197 20207 2021PF° 2022" Mid-term Adjusted 4 H
Slide 24: Strong visibility on 2021 revenues
Revenue visibility Strong visibility on 2021 revenues €65m+ €290m+ €230m+ €205m+ September 2021E Incremental Q4 2021E organic M&A 2021E' 2021E Pro-forma LTM organic YoY organic growth effect M&A? Qyozerion 9. €355m+ 2021PF 24
Slide 25: Continued increase in profitability
Drivers of margin expansion Continued increase in profitability Drivers for margin expansion Low-to-mid ‘ 20s margin Operating leverage (1) Hosting, leasing, central services, tech mutualization (2) Drive more ad revenue to own inventory Internalize margin a M&A High teens 14% margin Platform synerg
Slide 26: Spotlight on the Proposed Transaction
Spotlight on the Proposed Transaction The investment opportunity.
Slide 27: Transaction summary
Transaction structure Transaction summary Key Transaction Highlights Implied Sources & Uses Headline Valuation Sources (€m) Uses (€m) Existing Shareholders roll-over equity4 909 Existing Shareholders roll-over equity4 909 €1,300m <2.9x Cash in Escrow Account5 382 Primary proceeds for growth 313 Ente
Slide 28: Valuation benchmarking
Valuation benchmarking Compelling valuation at a €1,300m enterprise value EV / 2022E Revenue Growth Adjusted 2022E Revenue multiple? EV/ EBITDA Qs azerion Source: Company fling Note: All finan () Figures sho. Ad Funded Di <2.9x <0.1x Mid teens in short-term? —_ Oy azerion {07 December 2021. User Eng
Slide 29: The investment case in a nutshell
The investment case in a nutshell Why invest in Azerion now? ences who are asingly embracing ‘ed $700bn+ combined revenue atform with multip| enue streams, highly diversified proprietary d localized execution and service capabilities * High barriers to entry based or content sirategy, own AdTech + L
Slide 30: Q&A
Q&A
Slide 31: Our commitment to society
OUR COMMITMENT TO SOCIETY
Slide 32: ESG
ESG We are committed to increasing our contribution to society Multiple initiatives across each vertical have been ongoing for many years, formalization and certification on the agenda following public listing - Encronment v_ Sets clear guidelines to reduce Company’s environmental footprint v_ Ambit
Slide 33: ESG: Energy Management
ESG E. Energy Management * The Group aims to become carbon neutral within the coming 5 years — In order to reach such ambition, Azerion has initiated central measurements of its carbon footprint, enabling close monitoring of ongoing progresses - Data and CO2 management tool released and implemented
Slide 34: ESG: Consumer welfare
ESG S. Consumer welfare * User integrity is of high importance to Azerion, as such the Company strictly follows GDPR as well as other relevant data protection regulations — User data or information are not sold to any third party * Educational responsibility and contributing to society have been a c
Slide 35: ESG: Employee engagement, diversity, inclusion
ESG G. Employee engagement, diversity, inclusion * Diversity and inclusion are integral part of Azerion’s history — Continue to build an inclusive culture that encourages and supports the diverse voices of its employees * The Group’s workforce comprises 64% men and 36% women — Further increasing gen
Slide 36: ESG: Governance
ESG G. Governance * Today, Azerion has one statutory board, and it is a run on a day-to-day basis by a management team of 5 members, which includes one female member (CFO) * Upon completion of the Business Combination, Azerion NW., the publicly-traded top holding, will have a Supervisory Board (sole
Slide 37: Our financial opportunity
OUR FINANCIAL OPPORTUNITY
Slide 38: Financial targets and objectives
Financial targets and objectives Guidance Revenue Adjusted EBITDA margin M&A Qyazerion uns 2021 Revenue target of at least €290m on a reported b: 2022 Revenue target of at least €450m 0 mplying 4 pro-forma revenue of at least €355m a reported bi Mid-term organic revenue growth percentage trending to
Slide 39: Financial targets and objectives
Financial targets and objectives Financial targets and objectives Assuming normal macro-economic conditions and market circumstances and no material changes to the current regulatory and tax framework of our business or the markets in which we are active, we aim to achieve the financial targets and
Slide 40: Platform performance
Platform performance Consistent historical growth and profitability improvement Revenue m= Revenue from Improve Digital and SellBranch Adjusted EBITDA m Revenue excl. Improve Digital and SellBranch 2018-2020 CAGR: 24% €195m €173m €127m 2018" % growth 36% 13% % growth excl. Improve Digital and SellBr
Slide 41: Development of Azerion revenues — organic and by M&A vintage
Development of Azerion revenues — organic and by M&A vintage 48-20 Vintage Description Total reported revenues"(2)\3) (in €m) CAGR mBase business =2018M&A =2019M&A © 2020 M&A * Objective: Platform consolidation ~18%+ organic * Objective: Restructuring and platform build-out 2019 Acquisitions * ~84%
Slide 42: Trading update
Trading update Q3 2021 trading update €m Platform revenue o/w Premium Games o/w Remaining platform Adj. EBITDA % margin Qs azerion Key highlights nree months ended 30 2 €10 milion loss. ember 2020 con: Q3’20 Q3’21 Total growth Organic growth 41.9 83.5 99% 55% 10.5 26.0 148% 45% 31.4 57.5) 83% 59% 5.
Slide 43: Platform performance
Platform performance Growth across indicators is driving the platform performance Advertisers and ad impressions Premium Gaming Top-6 Agency sales per year (Em) 28 23 H12020 was €9m 14 8 2018 2019 2020 = -H1-2021 Qyazerion 3 ross revenue per million ad (€) requ €67 €47 €37 €3.4 : Q3-2020 Q4-2020 Q1-
Slide 44: M&A track record
M&A track record Continue to create value through M&A (Pro forma EBITDA contribution, in €m) ~€10m 44 Contribution Maa spent 2018 M&A: Restructuring cases ees spend in 0.3 being turned around (completed) —_ iz 2ore Number of acquisitions: 6 -0.6 ~€30m Contribution Measpenete 2019 M&A: Restructuring
Slide 45: M&A case studies: Turnaround acquisitions helped to create the platform
M&A case studies: Turnaround acquisitions helped to create the platform - s-llbranch European programmatic ad platform @ impROvE DIGITAL Finnish game developer specializing in social gaming sulake Acquired: 2018 Developed Azerion’s offering to provide a comprehensive in-game and other content advert
Slide 46: Summary of historic financials
Summary of historic financials Income statement €m 2019 2020 H1 2021 Platform revenue 173 195 98 o/w Premium Games 32 44 22 o/w Remaining platform 141 151 76 COGS (118) (125) (62) Gross profit 55 70 36 Opex (44) (48) (29) Reported EBITDA a1! 28 6° Classification amendments ie) ie) ie) Management adj
Slide 47: Balance sheet – FY 2020
Summary of historic financials Balance sheet – FY 2020 €m 2020 €m 2020 Non-current assets 126 Total equity 6 Property, plant and equipment 7 Shareholders’ equity 4 Intangible fixed assets 95 Non-controlling interest 2 Non-current financial assets 18 Non-current liabilities 83 Deferred tax asset 2 Bo
Slide 48: Cash flow statement
Qs azerion Summary of historic financials Cash flow statement erating prof preciation and nent of intangible ments in provis' Net cash flow from operating activities Payments for property, plant and equipment Disposal of property, plant and equipment Payments for intangibles of intan 1 of subsidiari
Slide 49: Basis of preparation of statements and financial reporting
Basis of preparation of statements and financial reporting Financial reporting * Consolidated financial statements are prepared in accordance with IFRS for 2020 and 2019, and in accordance to Dutch GAAP for 2018 + No restatement of Dutch GAAP figures to IFRS is pr led Non-IFRS metrics * Gross profit
Slide 50: Transaction structure
TRANSACTION STRUCTURE
Slide 51: Indicative transaction process summary
Transaction structure Indicative transaction process summary 43" Dee: Announcement of the 4® Jan: Redemption / 27 Jan: Redemption / 3ttJan | | 2™Feb: Business Combination; publication Repurchase period begins Repurchase period ends EFICIEGM | } Closing, new shares issued and of Shareholder Circular
Slide 52: Azerion and EFIC1: a strong complementary partnership
Transaction structure Azerion and EFIC1: a strong complementary partnership Strong strategic partnership established over many months... ... to continue post-transaction at Supervisory Board and Executive level + Fully aligned on growth strategy anc pportunities for future value-creation + Clearly i
Slide 53: • • • • • • • • • • • • • •
• • • • • • • • • • • • • • • • • • • • • • • • •
Slide 54: Other business combination and post-transaction terms
Transaction structure Other business combination and post-transaction terms Uses of proceeds Rw €42mto cover Transaction expenses €150m of primary to fund M&A, operational and growth initiatives €50m of secondary (of which “€30m used to repay a Company loan to shareholders, resulting in additional c
Slide 55: Use of proceeds
Use of proceeds Use of primary proceeds Organic Growth Initiatives = cc ey ey a Ce acy NY NEW GAMES. Example: created new game Mon NEW FEATURES, Regular updates in our games (e.g. Shark, Halloween hats in Govern ‘ew sharks in Hungry of Poker) PLATFORM INVESTMENT e.g. in-house capabilities to pt adve
Slide 56: Comparable peers
Comparable peers Growth and margin in context User engagement platforms Secondary peers' 45.3% 32.3% 28.7% 25%12 Expected revenue growth 2021E-2022E U i, 34.0% 29.7% 32.1% : High teens : in shortterm EBITDA margin re) A Qronsouce AdTech azerion APPLOVIN ecember 2021 YE. EBITDA margin for pee as off
Slide 57: Comparable peers
Comparable peers Our margin presented to provide read-across for peers Determining the adjustments to our revenue Adjusted EBITDA margin bridge For companies that act as an intermediary for services, consideration needs to be placed on how revenues are presented: gross or net of their related costs.
Slide 58: Valuation and financial benchmarking
Comparable peers Valuation and financial benchmarking Valuation metrics Financial metrics Company EV EV/Revenue EV/EBITDA Growth adjusted multiples Revenue Revenue EBITDA EBITDA (€bn) 2022E 2022E (2022E Growth)! 2022E growth growth — margin 2022E (€bn) 21E-22E 21E-22E EV/Revenue EV/EBITDA Game / App
Slide 59: Our growth
OUR GROWTH
Slide 60: Drivers of growth
Drivers of growth We have four drivers of continued growth Structural growth Qs azerion Ww ta) Platform (AS) Capturing platform synergies and synergies Wi network effects (3 } Disciplined and synergy focused M&A M&A pipeline G €139m M&A spend in 2021 YTD? Strong pipeline for 2022 Platform Gia) a 4M
Slide 61: Drivers of Growth — Market Growth
Drivers of Growth — Market Growth © Double-digit underlying market growth (weighted average) Market size 2023E a s686bn 2020 $378bn 2020 CAGR +5% 2023E Digital games $173) $205bn Digital ad spend Growth CAGR (2020-2023E) Qs azerion 61
Slide 62: Drivers of Growth — Industry Developments
Qyazerion vw Drivers of Growth — Industry Developments We are well positioned to address key developments in the industry Consumers’ data is becoming more and more protected How Azerion addresses it Going cookie-less Internet browsers, including Google Chrome, Safari and Firefox, are transitioning t
Slide 63: Drivers of Growth — Platform Growth
Drivers of Growth — Platform Growth © Drivers for continued strong organic growth in 2022 and onwards Revenue Grow the user base Grow wallet share from future M&A. ee [| Expand Sales teams ver full Scaleupdata advertising innew synergies as om 202 Pe analytics and formats that geographies on ve ——=—
Slide 64: Strong pipeline of new and innovative content delivery
Drivers of Growth — Platform Growth © Strong pipeline of new and innovative content delivery H1 2021 Q3 2021 Q4 2021 e @ & @ ge & So @ = ) : % ~ Ajax Dynamons Lingo Hello Kitty Smurfs Hungry Shark FireBoy Hello Kitty Smurfs Mahjong Penalty Shooter ‘World Multiplayer Game. Pinball and Jumper Ocean My
Slide 65: We deliver our content in three ways
Drivers of Growth — Platform Growth © We deliver our content in three ways We add games We provide games to publishers to our own portals ‘CONNECTING GAMES & PLAYERS We sell games in our own web shop TA GENBA ~ Own F2P portals with high brand loyalty One of the largest brokers of high-quality cross-
Slide 66: Content innovation is in our DNA
Drivers of Growth — Platform Growth © Content innovation is in our DNA The future of Habbo and Hotel Hideway Internal studio capabilities (games and ad content) Bringing brands The Metaverse Bringing artists DJ Luuk live in concert In-house creative and development team of c.100 people’ @) ai; —~80,
Slide 67: Avatar NFTs for the Habbo community
Drivers of Growth — Platform Growth Avatar NFTs for the Habbo community The metaverse: Habbo entering the NFT arena We launched our first sale of Non-Fungible Tokens (NFTs) based on 10,000 new randomly generated Habbo avatars. The objective for Habbo's brand is to create avatar NFTs on Ethereum bloc
Slide 68: Strategic brand partnerships are driving strong growth
Driver of Growth — Platform Growth © Strategic brand partnerships are driving strong growth We are trusted by some of the biggest brands in the world Games A Microsoft Bing MY.GAMES, GS HALFBRICK Qs azerion Publishers Microsoft Bing b 7Yeceror ‘e italiaonline | Mirror | | | Yandex YAHOO! JAPAN Chica
Slide 69: Strategic partnerships: branded partner games
Drivers of Growth — Platform Growth Strategic partnerships: development & distribution of branded partner games Branded =~ — Games Branded educational = = Games Ensure that the legacy of Dick Bruna lives on in the beautiful world he has created with Miffy Engage fans with new digital experiences, re
Slide 70: Search Puzzle
• Search • Puzzle • • ‒ Search All Microsoft-classics ‒ • Editor's choice
Slide 71: M&A track record: acquisitions completed 2021 YTD
Drivers of Growth - M&A Pipeline © M&A track record: 9 acquisitions! completed 2021 YTD Integrated companies (acquired 2021 YTD) Content und a Developer and publisher of online social games & admeeh < Online social games portals provider Qs azerion {Excludes assel 3s games a Platform A G 4. A DELTA
Slide 72: Strong pipeline of opportunities
Drivers of Growth —- M&A Pipeline © Strong pipeline of opportunities M&A playbook Synergies with platform High Visibility Pipeline Margin improvement potentia 7-10 opportunities Revenue per opportunity — a broad range, up to ~€150m at the upper end Access to new advertisers and publishers Further te
Slide 73: Capturing network effect and platform synergies
Drivers of Growth — Platform Synergies © Capturing network effect and platform synergies - selected examples Network effect More Consumers More Advertisers * Engaged by highly attractive content * Following the eyeballs * Scaled consumer base provides eyeballs for advertisers, but also for efficient
Slide 74: Risk factors
RISK FACTORS
Slide 75: Risk Factors (1/5)
Risk Factors (1/5) Risks relating to the transaction The Sponsors have agreed to vote in favour of the Business Combination, regardless of how the other Shareholders vote. The implementation of the Business Combination is subject to satisfaction or waiver, where applicable of a number of conditions.
Slide 76: Risk Factors (2/5)
Risk Factors (2/5) Risks relating to Azerion's business following the business combination + IfAzerion fails to acquire, develop, distribute or introduce new popular online games and successfully extend the life of its existing popular online games and grow the user base of, and encourage continued
Slide 77: Risk Factors (3/5)
Risk Factors (3/5) Risks relating to Azerion's business following the business combination (Cont’d) + Azerion does not control all information technology systems aver which it provides its products and services. + Azerion tracks certain performance metrics with internal and third-party tools and do
Slide 78: Risk Factors (4/5)
Risk Factors (4/5) Risks relating to financial matters, its capital and corporate structure Risks relating to holding the shares following the business combination + Azerion is subject to the seasonal nature of gaming and advertising spending. + Azerion will face additional administrative and operat
Slide 79: Risk Factors (5/5)
Risk Factors (5/5) Risks relating to taxation Tax Risks relating to the Business Combination + The Business Combination may result in adverse tax, regulatory or other consequences fo and residence. jarehalders and Warrant Holders which may differ for individual holders and Warrant Holders depending
Slide 80: Disclaimer (1/4)
Disclaimer (1/4) THIS PRESENTATION AND ITS CONTENTS ARE CONFIDENTIAL AND ARE 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 IS UNLAWFUL
Slide 81: Disclaimer (2/4)
Disclaimer (2/4) The document and any opinions contained herein are provided as at the date of publication of this document and are subject to change without notice. In publishing this document, none of the Company, EFICI, Citi, Jefferies or Credit Suisse (Credit Suisse together with Citi and Jeffer
Slide 82: Disclaimer (3/4)
Disclaimer (3/4) Forward-Looking Statements This document includes statements, including financial and oper: ional objectives regarding the Company together with EFIC1 for the period from completion of the Busine: or may be deemed to be, “forwarc-looking statements”. These forwarc-looking statements
Slide 83: Disclaimer (4/4)
Disclaimer (4/4) No Offer or Solicitation This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to