Hasbro, Inc. · NASDAQ:HAS

Hasbro — Proxy Contest (May 2022)

76 slides from Hasbro's proxy contest presentation, May 11, 2022

1. Slide 1: The Urgent Case for Replacing Three Long-Tenured Members of Hasbro's 13-Member Board

   The Urgent Case for Replacing Three Long-Tenured Members of Hasbro's 13-Member Board May 2022 www.StrengthenHasbro.com 1

2. Slide 2: Disclaimer

   Disclaimer • The materials contained herein (the “Materials”) represent the opinions of Alta Fox Opportunities Fund, LP and the other participants named in this proxy solicitation (collectively, “Alta Fox”) and are based on publicly available information with respect to Hasbro, Inc. (the “Company”).

3. Slide 3: Today's Agenda

   Today’s Agenda Introduction Executive Summary The Case for Boardroom Change Persistent Strategic Missteps Driving Significant Underperformance Lack of Relevant Board Skills Hampering Effective Oversight Our Solution: Highly Qualified, Independent Nominees Appendix 3

4. Slide 4: Why We Are Here: It Is the Right Time to Refresh Hasbro's Board

   Why We Are Here: It Is the Right Time to Refresh Hasbro’s Board Hasbro is a global play and entertainment conglomerate ™‹–Š –Š”‡‡ †‹•–‹ – •‡‰‡–• ƒ† ƒ ˆ‹”•–Ǧ–‹‡ –Šƒ– ™ƒ• ”‡ ‡–Ž› ’”‘‘–‡† ˆ”‘ ™‹–Š‹ „› –Š‡ —””‡– ‘ƒ”†Ǥ Alta Fox, which has a ~2.5% stake in Hasbro, is a top 10 shareholder –Šƒ– „‡

5. Slide 5: What This Contest Is About: The Urgent Need for a Credible Board Refresh

   What This Contest Is About : The Urgent Need for a Credible Board Refresh Before Insular Governance Permanently Impairs Value What This Contest Is NOT About What This Contest IS About This is NOT about Hasbro’s previous CEO or the new CEO. This IS about holding the Board and three long-tenured direc

6. Slide 6: About Alta Fox

   About Alta Fox Alta Fox is a Texas-based alternative asset management šƒ’Ž‡•‘ˆ‘‰Ǧ‡” ˜‡•–‡–•ǣ firm that intends to be a long-term shareholder of Hasbro. ‡‡’Ž‘›ƒŽ‘‰Ǧ–‡”Ǧˆ‘ —•‡†‹˜‡•–‡–•–”ƒ–‡‰›–‘’—”•—‡ ‡š ‡’–‹‘ƒŽ”‹•Ǧƒ†Œ—•–‡†”‡–—”•ˆ‘”ƒ†‹˜‡”•‡‰”‘—’‘ˆ ˜‡•–‡†ǣʹͲͳͺ ˜‡•–‡†ǣʹͲͳͻ ‹•–‹–—–‹‘•ƒ

7. Slide 7: Alta Fox's History of Reluctant Activism

   Alta Fox’s History of Reluctant Activism Alta Fox is not an “activist fund.” We prefer to work collaboratively with management teams and take a long-term view of our public market investments. However, in two instances prior to Hasbro, Alta Fox was compelled to stand up for shareholders to improve v

8. Slide 8: Today's Agenda

   Today’s Agenda Introduction Executive Summary The Case for Boardroom Change Persistent Strategic Missteps Driving Significant Underperformance Lack of Relevant Board Skills Hampering Effective Oversight Our Solution: Highly Qualified, Independent Nominees Appendix 8

9. Slide 9: About Hasbro

   About Hasbro ƒ•„”‘‹•‡••‡–‹ƒŽŽ›ƒŠ‘Ž†‹‰ ‘’ƒ›–Šƒ–Š‘—•‡•–Š”‡‡†‹•–‹ –ǡ—†‡”Ž›‹‰„—•‹‡••Ž‹‡•™‹–Šˆ‡™•›‡”‰‹‡•Ǥ Consumer Products: 43% of FY21 EBITDA Wizards of the Coast: 46% of FY21 EBITDA • ƒ•„”‘ ’”‘†— ‡† ‹–• ˆ‹”•– –‘› ‹ ͳͻͶʹǤ • ‘—†‡† ‹ ͳͻͻͲǤ • ‡› owned ˆ”ƒ Š‹•‡ ‹–‡ŽŽ‡ –—ƒŽ ’”‘’‡”–› ȋDz dzȌ ‹

10. Slide 10: The Current Board Has Overseen Long-Term Underperformance

    The Current Board Has Overseen Long-Term Underperformance ƒ•„”‘Šƒ• ‘•‹•–‡–Ž›—†‡”’‡”ˆ‘”‡†„‘–Š–Š‡ƬͷͲͲƒ†‹–• Š‘•‡ ‘•—‡”„‡ Šƒ”‘˜‡”–Š‡Žƒ•–ˆ‹˜‡›‡ƒ”•Ǥ Hasbro’s Annualized Returns Have Underperformed ʹͷΨ ʹͳǤͳΨ ͳͻǤʹΨ ʹͲΨ ͳͺǤʹΨ ͳͷǤͲΨ ͳͷǤͶΨ ͳͷΨ ͳͳǤ͸Ψ ͳͲΨ ͹ǤͲΨ ͷΨ ʹǤ͹Ψ ͳǤͻΨ ͲΨ ͷǦ‡ƒ” ͵Ǧ‡ƒ” ͳǦ‡ƒ” ƒ•„”‘

11. Slide 11: The Current Board's "Brand Blueprint" Strategy Has Failed to Deliver

    ††‹–‹‘ƒŽ‹ˆ‘”ƒ–‹‘‘’‰Ǥ͹͵Ǥ The Current Board’s “Brand Blueprint” Strategy Has Failed to Deliver for Both Shareholders and the Company’s Most Valuable Franchise • ‘” ‘˜‡” ƒ †‡ ƒ†‡ǡ ƒ•„”‘ Šƒ• ˆ‘ŽŽ‘™‡† ‹–• DzBrand Blueprintdz Total Shareholder Return Since Brand Blueprint •–”ƒ–‡‰› Ȃ ‡š’ƒ†‹‰ „”ƒ†• ƒ

12. Slide 12: The Current Board Has Failed to Stem Long-Term Market Share Losses

    ††‹–‹‘ƒŽ‹ˆ‘”ƒ–‹‘‘’‰Ǥ͹͸Ǥ The Current Board Has Failed to Stem Long-Term Market Share Losses • ‡•’‹–‡ ‹˜‡•–‹‰ ‘”‡ –Šƒ ̈́ͷ „‹ŽŽ‹‘ ‘˜‡” –Š‡ Žƒ•– ˆ‘—” ›‡ƒ”• ‹ —ƒ”›‘ˆʹͲͳͺǦʹͲʹͳ‡•—Ž–• –Š‡ ‘•—‡” „—•‹‡•• ƒ† •’‡†‹‰ •Šƒ”‡Š‘Ž†‡” ƒ’‹–ƒŽ ‘ Annualized 2018 EBITDA 2021 EBITDA —‡”‘—• ƒ “—‹•‹–‹‘•

13. Slide 13: The Current Board Has a Record of Poor Capital Allocation and M&A

    ††‹–‹‘ƒŽ‹ˆ‘”ƒ–‹‘‘’‰•Ǥ͸͹Ǧ͸ͻǤ The Current Board Has a Record of Poor Capital Allocation and M&A Price Paid / Approved by Date Investment Amount Multiple Paid Deal Rationale Targeted Result? Announced Spent Directors? ̈́ʹͲͲ‹ŽŽ‹‘Ϊ Likely Value-Destructive. ‘ ‡ ƒ‡ƒ˜ƒŽ—ƒ„Ž‡ ‘•—‡”„”ƒ† G.I. Joe V

14. Slide 14: Case Study: Entertainment One Ltd. ("eOne") Acquisition

    ††‹–‹‘ƒŽ‹ˆ‘”ƒ–‹‘‘’‰Ǥ͹ͲǤ Case Study: Entertainment One Ltd. (“eOne”) Acquisition ™Šƒ–™‡„‡Ž‹‡˜‡™ƒ•„‘–Š–Š‡†‡ˆ‹‹‰‘‡–ƒ†–Š‡‰”‡ƒ–‡•–ˆƒ‹Ž—”‡‘ˆ–Š‡Dz”ƒ†Ž—‡’”‹–dz•–”ƒ–‡‰›ǡ ƒ•„”‘ƒ “—‹”‡†‡‡ ‹‡ ‡„‡”ʹͲͳͻˆ‘” $4.6 billion, nearly 1/3 of the Company’s entire enterprise value at the time. • ƒ•„”‘ ’ƒ‹† ƒ

15. Slide 15: Hasbro's Track Record of Rejecting Value-Maximizing Opportunities

    ††‹–‹‘ƒŽ‹ˆ‘”ƒ–‹‘‘’‰•Ǥ͸ͷǦ͸͸Ǥ We Believe Hasbro’s Track Record of Rejecting Value-Maximizing Opportunities Stems from a Pervasive Hassenfeld Family Influence In addition to spending significant shareholder capital on ill-advised acquisitions, Hasbro’s insular Board has also refused to pursue valu

16. Slide 16: Hasbro Has a History of Putting Inside Interests Before Shareholders

    Hasbro Has a History of Putting Inside Interests Before Shareholders In Our View The Hassenfeld family’s influence promoted an insular, controlled-company culture that we believe remains today. • 10 ‘—– ‘ˆ 13 —””‡– ‘ƒ”† ‡„‡”• ™‡”‡ ƒ’’‘‹–‡† ™Š‹Ž‡ Žƒ ƒ••‡ˆ‡Ž† ™ƒ• Šƒ‹” ‘ˆ –Š‡ š‡ —–‹˜‡ ‘‹––‡‡Ǥ •

17. Slide 17: Hasbro's Undisciplined Approach to Capital Allocation

    Hasbro’s Undisciplined Approach to Capital Allocation Hasbro’s seemingly reckless approach to capital allocation has emphasized empire-building over shareholder returns, resulting in significant balance sheet exposure to hyper-competitive, low ROIC categories compared to Mattel. • On eOne, Hasbro pu

18. Slide 18: The Alta Fox Slate Approach to Capital Allocation

    The Alta Fox Slate Approach to Capital Allocation When market environments change, optimal pathways for creating shareholder value change as well. Alta Fox’s nominees have several examples of exercising this mentality to the benefit of all shareholders. Marcelo Fischer Carolyn Johnson NEWARK, NJ, Ma

19. Slide 19: The Current Board Has Overseen Concerning Governance Practices

    The Current Board Has Overseen Concerning Governance Practices We believe there are significant governance issues at Hasbro, many of which can be traced back to what appears to be the Board’s historic prioritization of the Hassenfeld family’s interests over those of shareholders. Highly Questionable

20. Slide 20: History of Egregious Compensation and Lack of Shareholder Alignment

    History of Egregious Compensation and Lack of Shareholder Alignment Under the Hasbro Board ͷǦ‡ƒ” ƒ•„”‘‡”ˆ‘”ƒ ‡˜•Ǥƒ› Cumulative 5-Year Hasbro Total Cumulative 5-Year Hasbro Total CEO Cumulative 5-Year Hasbro Total Cumulative 5-Year S&P 500 Total Management & Board Compensation Compensation Sharehol

21. Slide 21: History of Egregious Compensation and Lack of Shareholder Alignment (Continued)

    History of Egregious Compensation and Lack of Shareholder Alignment Under the Hasbro Board (Continued) Hasbro’s Compensation Committee – chaired by Ms. Gersh – has consistently lowered performance targets despite declining performance, allowing management compensation to rise while shareholders have

22. Slide 22: 3-Year Cumulative Total Shareholder Return

    ††‹–‹‘ƒŽ‹ˆ‘”ƒ–‹‘‘’‰Ǥ͹ͳǤ History of Egregious Compensation and Lack of Shareholder Alignment Under the Hasbro Board (Continued) Hasbro’s CEO position receives the third-highest compensation among peers of immediately similar size, yet the Company’s three-year cumulative TSR was fourth-lowest in

23. Slide 23: History of Egregious Compensation and Lack of Shareholder Alignment (Continued)

    History of Egregious Compensation and Lack of Shareholder Alignment Under the Hasbro Board (Continued) While CEO compensation for Mattel is also high vs. peers, Mattel’s performance targets have increased meaningfully over time, while Hasbro’s have been consistently lowered. • ͸ͷΨ ‘ˆ ƒ––‡Žǯ• ƒ—ƒŽ

24. Slide 24: Poor Disclosure Practices Have Hurt Hasbro's Valuation

    ††‹–‹‘ƒŽ‹ˆ‘”ƒ–‹‘‘’‰ǤͶ͸ǦͶ͹Ǥ Poor Disclosure Practices Have Hurt Hasbro’s Valuation Hasbro’s opaque disclosures under the incumbent Board have, in our view, made it impossible for investors or the market to understand the Company’s full financial picture. • ƒ”‹‘—• †‹• Ž‘•—”‡ ‹••—‡•ǡ ‹ Ž—†‹‰ Ž‹–

25. Slide 25: The Current Board Has Not Engaged with Alta Fox in Good Faith

    The Current Board Has Not Engaged with Alta Fox in Good Faith In Our View Ž–ƒ ‘š ƒ†‡ ”‡ƒ•‘ƒ„Ž‡ •‡––Ž‡‡– ‘ˆˆ‡”• –‘ ƒ•„”‘ǡ ‹ Ž—†‹‰ ƒ ‘ˆˆ‡” ˆ‘” ‘‡ ‘ˆ Ž–ƒ ‘šǯ• ‹†‡’‡†‡– ‘‹‡‡• ƒ† –Š‡ ˆ‘”ƒ–‹‘ ‘ˆ ƒ ƒ’‹–ƒŽ ƒŽŽ‘ ƒ–‹‘ ‘‹––‡‡ –‘ ‘˜‡”•‡‡ ‹˜‡•–‡–•Ǥ ƒ•„”‘ ‘– ‘Ž› ”‡ˆ—•‡† Ž–ƒ ‘šǯ• ‘ˆˆ‡”•ǡ „

26. Slide 26: We Are Seeking to Replace Three Long-Tenured Incumbents

    ††‹–‹‘ƒŽ‹ˆ‘”ƒ–‹‘‘’‰•ǤͷͲǦͷʹǤ We Are Seeking to Replace Three Long-Tenured Incumbents We are seeking to replace the Chairman of the Board, the Chair of the Compensation Committee and the longest-tenured member of Hasbro’s Board – who previously served as the Chair of the Compensation Committee. I

27. Slide 27: Our Solution: Highly Qualified and Unaffiliated Candidates

    ††‹–‹‘ƒŽ‹ˆ‘”ƒ–‹‘‘’‰•ǤͷͶǦ͸ͳǤ Our Solution: Highly Qualified and Unaffiliated Candidates We Believe our nominees will bring independent, skilled perspectives and strong track records of value creation to help effectively oversee management and collegially work with new CEO Chris Cocks to develop

28. Slide 28: We Believe Our Nominees Will Bring the Right Skillsets and Expertise

    We Believe Our Nominees Will Bring the Right Skillsets and Expertise to the Hasbro Boardroom History of Total Appointed Buyer of Capital HAS Board Outperformance Director Tenure Compensation Under at Other Public Hasbro Allocation from HAS Hassenfeld Common Stock Expertise Companies? Marcelo Fischer

29. Slide 29: Our Solution: A Vision for Better Governance, Capital Allocation and Strategic Planning

    Our Solution: A Vision for Better Governance, Capital Allocation and Strategic Planning Establish a Disciplined Capital Improve Disclosure to Ensure Allocation Framework Shareholders Can Properly Evaluate Hasbro –”— –—”‡†™‹–Š‡’Šƒ•‹•‘”‡–—”•Ǧ ‘”‹‡–‡†‡–”‹ •–‘‡•—”‡ ƒ’‹–ƒŽˆŽ‘™•  ”‡ƒ•‡††‹• Ž‘•—”‡‘ˆ

30. Slide 30: Today's Agenda

    Today’s Agenda Introduction Executive Summary The Case for Boardroom Change Persistent Strategic Missteps Driving Significant Underperformance Lack of Relevant Board Skills Hampering Effective Oversight Our Solution: Highly Qualified, Independent Nominees Appendix 30

31. Slide 31: The Current Board Has Overseen Long-Term Underperformance

    The Current Board Has Overseen Long-Term Underperformance ƒ•„”‘Šƒ• ‘•‹•–‡–Ž›—†‡”’‡”ˆ‘”‡†„‘–Š–Š‡ƬͷͲͲƒ†‹–• Š‘•‡ ‘•—‡”„‡ Šƒ”‘˜‡”–Š‡Žƒ•–ˆ‹˜‡›‡ƒ”•Ǥ Hasbro’s Annualized Returns Have Underperformed ʹͷΨ ʹͳǤͳΨ ͳͻǤʹΨ ʹͲΨ ͳͺǤʹΨ ͳͷǤͲΨ ͳͷǤͶΨ ͳͷΨ ͳͳǤ͸Ψ ͳͲΨ ͹ǤͲΨ ͷΨ ʹǤ͹Ψ ͳǤͻΨ ͲΨ ͷǦ‡ƒ” ͵Ǧ‡ƒ” ͳǦ‡ƒ” ƒ•„”‘

32. Slide 32: The Current Board Has Failed to Stem Long-Term Market Share Losses

    ††‹–‹‘ƒŽ‹ˆ‘”ƒ–‹‘‘’‰Ǥ͹͸Ǥ The Current Board Has Failed to Stem Long-Term Market Share Losses • ‡•’‹–‡ ‹˜‡•–‹‰ ‘”‡ –Šƒ ̈́ͷ „‹ŽŽ‹‘ ‘˜‡” –Š‡ Žƒ•– ˆ‘—” ›‡ƒ”• ‹ —ƒ”›‘ˆʹͲͳͺǦʹͲʹͳ‡•—Ž–• –Š‡ ‘•—‡” „—•‹‡•• ƒ† •’‡†‹‰ •Šƒ”‡Š‘Ž†‡” ƒ’‹–ƒŽ ‘ Annualized 2018 EBITDA 2021 EBITDA —‡”‘—• ƒ “—‹•‹–‹‘•

33. Slide 33: The Current Board Has a Record of Poor Capital Allocation and M&A

    ††‹–‹‘ƒŽ‹ˆ‘”ƒ–‹‘‘’‰•Ǥ͸͹Ǧ͸ͻǤ The Current Board Has a Record of Poor Capital Allocation and M&A Price Paid / Approved by Date Investment Amount Multiple Paid Deal Rationale Targeted Result? Announced Spent Directors? ̈́ʹͲͲ‹ŽŽ‹‘Ϊ Likely Value-Destructive. ‘ ‡ ƒ‡ƒ˜ƒŽ—ƒ„Ž‡ ‘•—‡”„”ƒ† G.I. Joe V

34. Slide 34: Case Study: eOne Acquisition

    ††‹–‹‘ƒŽ‹ˆ‘”ƒ–‹‘‘’‰Ǥ͹ͲǤ Case Study: eOne Acquisition ™Šƒ–™‡„‡Ž‹‡˜‡™ƒ•„‘–Š–Š‡†‡ˆ‹‹‰‘‡–ƒ†–Š‡‰”‡ƒ–‡•–ˆƒ‹Ž—”‡‘ˆ–Š‡Dz”ƒ†Ž—‡’”‹–dz•–”ƒ–‡‰›ǡ ƒ•„”‘ƒ “—‹”‡†‡‡ ‹‡ ‡„‡”ʹͲͳͻˆ‘” $4.6 billion, nearly 1/3 of the Company’s entire enterprise value at the time. • ƒ•„”‘ ’ƒ‹† ƒ ͵ͳΨ ’”‡‹— –‘ ‡‡ǯ• ’”‡Ǧ†

35. Slide 35: Shares Trade at a Punishing Discount to Five-Year Averages

    Shares Trade at a Punishing Discount to Five-Year Averages Hasbro’s NTM EV/EBITDA multiple trades at a significant discount to its five-year average of 12.5x, despite WOTC, Hasbro’s most valuable business, more than doubling its EBITDA contribution to the group over that period. WOTC EBITDA (as % of

36. Slide 36: Today's Agenda

    Today’s Agenda Introduction Executive Summary The Case for Boardroom Change Persistent Strategic Missteps Driving Significant Underperformance Lack of Relevant Board Skills Hampering Effective Oversight Our Solution: Highly Qualified, Independent Nominees Appendix 36

37. Slide 37: The Current Board Apparently Refuses to Face Reality

    The Current Board Apparently Refuses to Face Reality ‡•’‹–‡Ž‘‰Ǧ–‡”—†‡”’‡”ˆ‘”ƒ ‡ǡƒ•‹‰‹ˆ‹ ƒ–™ƒ•–‡‘ˆ•Šƒ”‡Š‘Ž†‡” ƒ’‹–ƒŽƒ†‡‰ƒ–‹˜‡•Šƒ”‡Š‘Ž†‡”ˆ‡‡†„ƒ ǡthe incumbent Board seemingly refuses to assume accountability for its apparent failings and instead plans to spend $12 million fighting a signific

38. Slide 38: The Current Board Has Overseen Concerning Governance Practices

    The Current Board Has Overseen Concerning Governance Practices We believe there are significant governance issues at Hasbro, many of which can be traced back to what appears to be the Board’s historic prioritization of the Hassenfeld family’s interests over those of shareholders. Highly Questionable

39. Slide 39: Corporate Governance Issue #1: Highly Questionable Chairman

    Corporate Governance Issue #1: Highly Questionable Chairman We believe Rich Stoddart is unqualified to be on any public company board – let alone Chairman of Hasbro. • ”Ǥ –‘††ƒ”–ǯ• Žƒ–‡•– ‘’‡”ƒ–‹‰ ”‘Ž‡ ™ƒ• ƒ• ‘ˆ ‡”™‘”‹‰• IWNK’s Stock Declined 68.49% During Mr. Stoddart’s Tenure ȋˆ‘”‡”Ž› ǣ Ȍǡ ™

40. Slide 40: Corporate Governance Issue #2: Insular, Private Company Culture

    Corporate Governance Issue #2: Insular, Private Company Culture For decades, Hasbro has been run like a private company with an insular culture that we believe originated under the Hassenfeld family’s reign. ‡ ‘–‡† –Š‡ ‘•‡“—‡ ‡• ‘ˆ –Š‹• Dzˆƒ‹Ž›Ǧˆ‹”•–dz ‡–ƒŽ‹–› ƒ”‡ Ž‡ƒ”ǣ • ƒ•„”‘ —†‡”’‡”ˆ‘”‡† –

41. Slide 41: Corporate Governance Issue #3: Misaligned Executive Compensation

    Corporate Governance Issue #3: Misaligned Executive Compensation ͷǦ‡ƒ” ƒ•„”‘‡”ˆ‘”ƒ ‡˜•Ǥƒ› Cumulative 5-Year Hasbro Total Cumulative 5-Year Hasbro Total CEO Cumulative 5-Year Hasbro Total Cumulative 5-Year S&P 500 Total Management & Board Compensation Compensation Shareholder Return Shareholder Ret

42. Slide 42: Corporate Governance Issue #3: Misaligned Executive Compensation (Continued)

    Corporate Governance Issue #3: Misaligned Executive Compensation (Continued) Hasbro’s Compensation Committee – chaired by Ms. Gersh – has consistently lowered performance targets despite declining performance, allowing management compensation to rise while shareholders have suffered. Annual Executiv

43. Slide 43: Corporate Governance Issue #3: Misaligned Executive Compensation (Continued)

    ††‹–‹‘ƒŽ‹ˆ‘”ƒ–‹‘‘’‰Ǥ͹ͳǤ Corporate Governance Issue #3: Misaligned Executive Compensation (Continued) Hasbro’s CEO position receives the third-highest compensation among peers of immediately similar size, yet the Company’s three-year cumulative TSR was fourth-lowest in the group. FY21 CEO Hasbro

44. Slide 44: Corporate Governance Issue #3: Misaligned Executive Compensation (Continued)

    Corporate Governance Issue #3: Misaligned Executive Compensation (Continued) While CEO compensation for Mattel is also high vs. peers, Mattel’s performance targets have increased meaningfully over time, while Hasbro’s have been consistently lowered. • ͸ͷΨ ‘ˆ ƒ––‡Žǯ• ƒ—ƒŽ ƒ•Š ‹ ‡–‹˜‡ ‹• –‹‡† –‘ •

45. Slide 45: Corporate Governance Issue #4: Lack of Strategic Oversight

    Corporate Governance Issue #4: Lack of Strategic Oversight Under the existing Finance Committee, Hasbro’s Board has exhibited consistently poor capital allocation, a lack of financial discipline and a complete inability to effectively assess the Company’s stale strategy in our view. “ ‡ Ž‹‹‰ ”‡˜‡

46. Slide 46: Corporate Governance Issue #5: Poor Disclosure

    ††‹–‹‘ƒŽ‹ˆ‘”ƒ–‹‘‘’‰Ǥ͹ʹǤ Corporate Governance Issue #5: Poor Disclosure If a board and management team wanted to intentionally make it difficult for investors to ascertain true performance and appropriately value their business, they would likely do some of the following: Disclosure Issues Relev

47. Slide 47: Corporate Governance Issue #5: Poor Disclosure (Continued)

    ††‹–‹‘ƒŽ‹ˆ‘”ƒ–‹‘‘’‰Ǥ͹ʹǤ Corporate Governance Issue #5: Poor Disclosure (Continued) We view Hasbro's opaque disclosure practices under the incumbent Board as one of the contributing factors to why the Company trades at a significant discount to its intrinsic value. The SEC has also taken issue w

48. Slide 48: Corporate Governance Issue #6: Unwillingness to Collaborate with Shareholders

    Corporate Governance Issue #6: Unwillingness to Collaborate with Shareholders Alta Fox’s campaign highlighted the value of WOTC, which was previously hidden –‘ — Š ‘ˆ –Š‡ ƒ”‡– †—‡ –‘ ƒ•„”‘ǯ• Žƒ  ‘ˆ ’”‘’‡” †‹• Ž‘•—”‡ ‘ –Š‡ •‡‰‡–ǯ• ’‡”ˆ‘”ƒ ‡Ǥ “ We think this activist involvement is a win-win.

49. Slide 49: Corporate Governance Issue #7: Defensive, Reactionary Board Expansion

    ††‹–‹‘ƒŽ‹ˆ‘”ƒ–‹‘‘’‰Ǥ͹ͶǤ Corporate Governance Issue #7: Defensive, Reactionary Board Expansion Overview of Key Dates in Alta Fox’s Engagement with Hasbro Ž–ƒ ‘šŠ‘Ž†• Ž–ƒ ‘š”‡’‡ƒ–‡†Ž› “ By refusing to settle or take them seriously at all the mgmt. team is arguably confirming the activists point t

50. Slide 50: Why We Are Seeking to Remove Chairman Stoddart (8-Year Tenure)

    Why We Are Seeking to Remove Chairman Stoddart (8-Year Tenure) We Believe Chairman Stoddart lacks relevant qualifications and experience to serve on Hasbro’s Board – let alone serve as interim CEO and Chairman – and has overseen significant value destruction during his tenure. š Lack of Relevant Exp

51. Slide 51: Why We Are Seeking to Remove Ms. Gersh (12-Year Tenure)

    Why We Are Seeking to Remove Ms. Gersh (12-Year Tenure) As Chair of the Compensation Committee, We believe Ms. Gersh is directly responsible for Hasbro’s excessive and unjustifiable executive compensation practices amid chronic underperformance and dismal shareholder returns. š Ineffective Directors

52. Slide 52: Why We Are Seeking to Remove Mr. Philip (19-Year Tenure)

    Why We Are Seeking to Remove Mr. Philip (19-Year Tenure) We believe it is time for Mr. Philip, the longest-serving Board member, to finally move on following years of financial underperformance and a seemingly ineffective stint as Chair of the Compensation Committee. š Excessively Long Tenure: ”Ǥ Š‹

53. Slide 53: Today's Agenda

    Today’s Agenda Introduction Executive Summary The Case for Boardroom Change Persistent Strategic Missteps Driving Significant Underperformance Lack of Relevant Board Skills Hampering Effective Oversight Our Solution: Highly Qualified, Independent Nominees Appendix 53

54. Slide 54: Our Solution: A Highly Qualified, Independent Slate

    Our Solution: A Highly Qualified, Independent Slate We believe our nominees possess the right skills and experience to turn around Hasbro’s ineffective strategy, underperformance and poor corporate governance. Marcelo M l Fischer Fi h Carolyn Johnson Rani Hublou 9 ƒ’‹–ƒŽ ƒŽŽ‘ ƒ–‹‘ ƒ† ˆ‹ƒ ‹ƒŽ ‡š’

55. Slide 55: We Believe Our Nominees Will Bring the Right Skillsets and Expertise

    We Believe Our Nominees Will Bring the Right Skillsets and Expertise to the Hasbro Boardroom History of Total Appointed Buyer of Capital HAS Board Outperformance Director Tenure Compensation Under at Other Public Hasbro Allocation from HAS Hassenfeld Common Stock Expertise Companies? Marcelo Fischer

56. Slide 56: Marcelo Fischer Bio

    Marcelo Fischer Bio The Alta Fox Slate Marcelo Fischer has a strong background in disciplined capital allocation, corporate finance, strategic transactions and the consumer and technology sectors. • —””‡–Ž› –Š‡ Š‹‡ˆ ‹ƒ ‹ƒŽ ˆˆ‹ ‡” ‘ˆ ‘”’‘”ƒ–‹‘ ȋDz dzȌ ȋǣ Ȍǡ ƒ —Ž–‹ƒ–‹‘ƒŽ ’”‘˜‹†‡” ‘ˆ Ž‘—† ‘—‹ ƒ

57. Slide 57: Endorsements for Mr. Fischer

    Endorsements for Mr. Fischer “ I have come to admire Marcelo’s integrity, trustworthiness and incredible work ethic. Because of his personal qualities and financial “ Marcelo is an exceptional leader adept at identifying strategic opportunities, making tough decisions, and expertise, he has become a

58. Slide 58: Carolyn Johnson Bio

    Carolyn Johnson Bio The Alta Fox Slate Carolyn Johnson has a proven track record delivering shareholder value through her experience as a business transformation leader and corporate governance expert with compensation committee and asset sale experience. • • ƒ †‹”‡ –‘” ‘ˆ ƒŒ‡• ‘ǡ ȋˆ‘”‡”Ž› ǣ Ȍǡ •Š‡

59. Slide 59: Endorsements for Ms. Johnson

    Endorsements for Ms. Johnson “ As a relatively new CEO at that time, I found her experience in the C-Suite very helpful. She was a “ Carolyn has experience in transformational leadership, supportive, inquisitive and positive member of a straightforward and collegial communications style, the board.

60. Slide 60: Rani Hublou Bio

    Rani Hublou Bio The Alta Fox Slate Rani Hublou is a proven corporate leader with vast experience in strategic planning – including overseeing subscription- based revenue model transitions – product innovation, supply chain management, corporate governance, and marketing. • ‘”‡” Š‹‡ˆ ƒ”‡–‹‰ ˆˆ‹ ‡”

61. Slide 61: Endorsements for Ms. Hublou

    Endorsements for Ms. Hublou “ Grasping the big picture, needing to understand the “Why?”, drilling down on the marketing strategy and measurable results is what Rani “ In my 27 years as a venture capitalist, Rani is one of the very few marketing executives I’ve worked with who does best. […] her ove

62. Slide 62: Our Solution: A Vision for Better Governance, Capital Allocation and Strategic Planning

    Our Solution: A Vision for Better Governance, Capital Allocation and Strategic Planning Establish a Disciplined Capital Improve Disclosure to Ensure Allocation Framework Shareholders Can Properly Evaluate Hasbro –”— –—”‡†™‹–Š‡’Šƒ•‹•‘”‡–—”•Ǧ ‘”‹‡–‡†‡–”‹ •–‘‡•—”‡ ƒ’‹–ƒŽˆŽ‘™•  ”‡ƒ•‡††‹• Ž‘•—”‡‘ˆ

63. Slide 63: Vote the GOLD Proxy Card for Change

    Vote the GOLD Proxy Card for Change Shareholders can support fresh, highly qualified perspectives in the boardroom and strengthen Hasbro by voting on the GOLD proxy card to elect Alta Fox’s independent nominees at the 2022 Annual Meeting. GOLD Ǥ Ǥ 63

64. Slide 64: Today's Agenda

    Today’s Agenda Introduction Executive Summary The Case for Boardroom Change Persistent Strategic Missteps Poor Governance Practices Our Solution: Highly Qualified, Independent Nominees Appendix 64

65. Slide 65: 1996: Mattel Offers to Buy the Business

    1996: Mattel Offers to Buy the Business  ƒ—ƒ”›ͳͻͻ͸ǡƒ––‡Ž‘ˆˆ‡”‡†–‘„—› ƒ•„”‘‹ƒƒŽŽǦ‡“—‹–›–”ƒ•ƒ –‹‘ˆ‘”ƒ73% premiumǤƒ–Š‡”–Šƒ”‡ ‘‰‹œ‹‰‹‡†‹ƒ–‡ ˜ƒŽ—‡ˆ‘”•Šƒ”‡Š‘Ž†‡”•ǡ”Ǥ ƒ••‡ˆ‡Ž†”‡Œ‡ –‡†–Š‡‘ˆˆ‡”ǤŠ‡”Ǥ ƒ••‡ˆ‡Ž†ǯ•–‡—”‡ƒ•‡†‡†‹ʹͲͲ͵ǡ ƒ•„”‘ǯ••–‘ ™ƒ• more than 30% below ƒ––‡Žǯ•ͳͻͻ͸‘ˆˆ‡”’”‹ ‡ǡ”‡•—Ž–‹

66. Slide 66: 2010: Dismissal of Providence Equity Partners

    2010: Dismissal of Providence Equity Partners  —‡ʹͲͳͲǡ”‘˜‹†‡ ‡“—‹–›ƒ”–‡”•ƒ’’”‘ƒ Š‡† ƒ•„”‘ǯ•‘ƒ”†™‹–Š‹–‡”‡•–‹ƒ “—‹”‹‰–Š‡„—•‹‡••Ǥ ‡ƒ‰ƒ‹ǡ—†‡” ”Ǥ ƒ••‡ˆ‡Ž†ǯ•‹ˆŽ—‡ ‡ǡ–Š‡‘ƒ”†”‡Œ‡ –‡†–Š‡•—‹–‘”ǡ”‡•—Ž–‹‰‹•‹‰‹ˆ‹ ƒ–˜ƒŽ—‡†‡•–”— –‹‘ˆ‘”•Šƒ”‡Š‘Ž†‡”•ƒ• ƒ•„”‘ǯ••–‘  ™‡–‘–‘—†‡”’‡”ˆ‘”–Š‡ƬͷͲͲ„›‘”‡

67. Slide 67: Case Study: Power Rangers Acquisition

    Case Study: Power Rangers Acquisition • ƒ•„”‘ ƒ “—‹”‡† –Š‡ ‘™‡” ƒ‰‡”• ‹ —‡ ʹͲͳͺ ˆ”‘ ƒ„ƒ ”ƒ†•ǡ –Š‡ ”‡ƒ–‘” ‘ˆ ‘™‡” ƒ‰‡”•Ǥ • Š‡ –”ƒ•ƒ –‹‘ ™ƒ• ˜ƒŽ—‡† ƒ– ̈́ͷ͵Ͷ ‹ŽŽ‹‘ǡ ™Š‹ Š ‹ Ž—†‡† –Š‡ ‹••—ƒ ‡ ‘ˆ ̈́ʹ͹Ͳ ‹ŽŽ‹‘ ‘ˆ ‘‘ •–‘  ȋ̱͵Ǥͳ ‹ŽŽ‹‘ •Šƒ”‡•ǡ ‘” ̱ʹǤͷΨ ‘ˆ –Š‡ ‘—–•–ƒ†‹‰ •Šƒ”‡•ȌǤ • ‡•’‹–‡

68. Slide 68: Case Study: G.I. Joe AAA Video Game

    Case Study: G.I. Joe AAA Video Game •  ‡’–‡„‡” ʹͲʹͳǡ ƒ‘— ‡† ‹– ™‘—Ž† „‡ ƒ‹‰ ƒ Ǥ Ǥ ‘‡ –‹‘ †˜‡–—”‡ ƒ‡ͳ ‹ ƒ‘–Š‡” ‘‡ ‘ˆ ƒ•„”‘ǯ• ƒ––‡’–• –‘ ”‡˜‹˜‡ –Š‡ †‘”ƒ– ˆ‘ŽŽ‘™‹‰ –Š‡ǡ ‹ ‘—” ˜‹‡™ǡ ‡š–”‡‡Ž› †‹•ƒ’’‘‹–‹‰ ”‡Ž‡ƒ•‡ ‘ˆ –Š‡ ƒ‡ ›‡• Ǥ Ǥ ‘‡ ‘˜‹‡ ”‡Ž‡ƒ•‡† ‹ ʹͲʹͳ ȋDzƒ‡ ›‡•dzȌǤ • ‘ ƒ†† ’‡”

69. Slide 69: Case Study: Transformers Card Game and Others

    Case Study: Transformers Card Game and Others Ž–ƒ ‘š˜‹‡™•”‡•‘—” ‡••’‡–‘†‡˜‡Ž‘’‹‰˜‹†‡‘‰ƒ‡•‘””ƒ†‹‰ƒ”† ƒ‡•ˆ‘”‘Ǧ ƒ•„”‘ ƒ•ƒ ‘Ž‘••ƒŽ ˆƒ‹Ž—”‡‘ˆ ƒ’‹–ƒŽƒŽŽ‘ ƒ–‹‘ƒ†™ƒ•–‡‘ˆ–ƒŽ‡–ƒ†–‹‡ ‘•‹†‡”‹‰–Š‡‹ ”‡†‹„Ž‡”‡‹˜‡•–‡–‘’’‘”–—‹–‹‡•Šƒ• ™‹–Š‹‹–• ‘”‡„”ƒ†•Ǥ • –ǯ•‘–‘Ž› Ǥ Ǥ ‘‡Ǥ • Hasbro had WOTC dev

70. Slide 70: eOne's TV and Film Business Is Low-Quality and High-Risk

    eOne’s TV and Film Business Is Low-Quality and High-Risk eOne’s TV and film production business is speculative and hit-driven, introducing risk to Hasbro. Š‹Ž‡‡‡ ‰‡‡”ƒ–‡† ‡ƒ‹‰ˆ—Ž ƒ––Š‡–‹‡‘ˆƒ “—‹•‹–‹‘ǡ–Š‡ˆ”‡‡ ƒ•ŠˆŽ‘™‰‡‡”ƒ–‹‘‹•ƒ–‡”‹ƒŽŽ›™‘”•‡‰‹˜‡–Š‡‡‡†–‘ ‘•–ƒ–Ž› ƒ “—‹”‡Ȁˆ‹Ž ‘–‡–ƒ†‹˜‡

71. Slide 71: US Consumer Compensation Screen Outputs

    US Consumer Compensation Screen Outputs Sorted by highest to lowest compensation Sorted by highest to lowest TSR Stock Name Total FY21 CEO Comp 3-Year TSR Stock Name Total FY21 CEO Comp 3-Year TSR LEN US Equity LENNAR CORP-A 68,090,432 195% GME US Equity GAMESTOP CORP-CLASS A 17,465,240 1117% DHI US

72. Slide 72: Hasbro Segment Results Over Last Decade

    Hasbro Segment Results Over Last Decade ‡Ž‘™ǡ™‡•Š‘™‘—”‡•–‹ƒ–‡ˆ‘” ƒ•„”‘ǯ•”‡˜‡—‡ƒ† „›•‡‰‡–‘˜‡”–Š‡Žƒ•–†‡ ƒ†‡Ǥ ‘–Š‡‡š–‡–Ž–ƒ ‘šǯ•‡•–‹ƒ–‡•ƒ”‡‹ƒ —”ƒ–‡ǡ–Š‡ˆƒ—Ž–Ž‹‡•™‹–Š–Š‡‘ƒ”†ˆ‘”Žƒ ‘ˆ ”‹–‹ ƒŽ•‡‰‡–†‹• Ž‘•—”‡•Ǥ USD M FY2011 FY2012 FY2013 FY2014 FY2015 FY2016 FY2017 FY2018 FY2019 FY2020 FY2021 Total

73. Slide 73: Ineffective "Brand Blueprint" Strategy

    Ineffective “Brand Blueprint” Strategy Since embarking on its “Brand Blueprint” strategy in 2010, Hasbro’s stock price has underperformed the S&P 500 by >170%. Hasbro Annual Mentions of the "Brand Blueprint" Strategy Across SEC Filings & Transcripts 300 Mentions of “Brand Blueprint” 250 200 150 100

74. Slide 74: Alta Fox's Email to Mr. Cocks Sending Congratulations and Requesting a Meeting

    Alta Fox’s Email to Mr. Cocks Sending Congratulations and Requesting a Meeting Ž–ƒ ‘š‡ƒ‹Ž‡†”Ǥ‘ •–Š‡†ƒ›Š‡„‡ ƒ‡–‘ ‘‰”ƒ–—Žƒ–‡Š‹ǡ‡’Šƒ•‹œ‡‘—”—–—ƒŽƒŽ‹‰‡–ƒ†”‡“—‡•–ƒ’”‹ ‹’ƒŽǦ –‘Ǧ’”‹ ‹’ƒŽ ‘˜‡”•ƒ–‹‘Ǥˆ‘”–—ƒ–‡Ž›ǡ ƒ•„”‘ǯ•‘ƒ”††‹†‘–ƒ‡”Ǥ‘ •ƒ˜ƒ‹Žƒ„Ž‡—–‹Ž‘˜‡”ƒ‘–ŠŽƒ–‡”ƒ†ƒˆ–‡”‹–Šƒ† ƒŽ”‡ƒ†› ‘‹

75. Slide 75: Recent Communications are Window Dressing from Disingenuous Board

    Recent Communications are Window Dressing from Disingenuous Board ƒ•„”‘Šƒ•”‡ ‡–Ž›–‘—–‡†‹–•‡’Šƒ•‹•‘Dz ƒ’‹–ƒŽƒŽŽ‘ ƒ–‹‘dzƒ†Dz•Šƒ”‡Š‘Ž†‡””‡–—”Ǥdz ‘™‡˜‡”ǡ–Š‡–™‘ Šƒ”–•„‡Ž‘™ †‡‘•–”ƒ–‡–Šƒ– ƒ•„”‘ǯ•”‡ ‡– ‘—‹ ƒ–‹‘•ƒ”‡‡”‡Ž›™‹†‘™†”‡••‹‰ˆ”‘ƒ‡–”‡ Š‡†‘ƒ”†Ǥ –™ƒ•‘–—–‹ŽŽ–ƒ ‘š„‡‰ƒ’”‹˜ƒ–‡Ž› ƒŽŽ‹‰ƒ––‡

76. Slide 76: Urgent Change is Desperately Needed As Hasbro's Market Share Losses Are Rapidly Accelerating

    Urgent Change is Desperately Needed As Hasbro’s Market Share Losses Are Rapidly Accelerating Under an Entrenched and Ineffective Board • This year alone, under the unqualified Interim CEO Stoddart, Hasbro has lost key licensing contracts resulting in well over $300M of revenue (nearly 10% of Consume

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