Cazoo Group Ltd · OTC:CZOOF
Cazoo — SPAC Merger (March 2021)
49 slides from Cazoo's SPAC merger presentation, Mar 29, 2021
Slide 1: Cazoo Investor Presentation March 2021
CAZOO Search. Drive. Smile. Investor Presentation March 2021 Private & Confidential
Slide 2: Disclaimer
Disclaimer Tis presentation (this “Presentation' is provided for informational purposes only and has bean prepared to assist interasted parties in making their own evaluation with respect to a potential business combination between Caz00 Holdings Ld. (the “Company” or “Cazoo"] and Ajax I ’Ajax"} and
Slide 3: Disclaimer
Disclaimer Participants in Solicitation ‘Ajax and Cazoo and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Ajax’s stockholders in connection withthe Proposed Business Combination Information about Ajax’s directors and executive
Slide 4: ing youl
ing youl ) pe ice or me a car enti “a online delivery or Age n in@s 1i hours
Slide 5: Key investment highlights
Key investment highlights c.£500bn market across the UK & EU ripe for digital disruption Unique proposition and brand with market-leading execution Proprietary data and technology underpin growth & profitability Fully integrated model with in-house reconditioning and logistics CAZOO Record-setting p
Slide 6: Our progress so far
Our progress so far 20,000+ £3 Orders 3. Inventory 7,000+ ror PA A> tf Run-Rate Revenues £450m+ Employees 1,800+ Subsoribers since launch in Dec 19, as of Mar 21. Employees, Inventory and Strategic Deals as of Mar 21. Run-Rate revenues as of Feb 21 Subscribers 6,000+ DA By Strategic Deals 10+ Note:
Slide 7: Transaction summary
Transaction summary Key Transaction Highlights Headline Valuation 1.35x / 12.6x 23F Revenue / GP Multiple $7,000m Pro Forma Enterprise Value $8,075m Pro Forma Equity Value $6,985m Value to Cazoo Shareholders!) 79% ‘Cazoo Shareholder Ownership!?! Financing Details $805m $800m SPAC size PIPE size $895
Slide 8: Cazoo
C#XZOO _ investor Presentation - March 2021 - Private & Confidential
Slide 9: US peers highlight scale of opportunity
US peers highlight scale of opportunity Cazoo growth well ahead of Carvana at same period since inception 10,000 : : 0 _ii _ | JI Qi Q2 Q3 Q4 =) Units Sold ARVANA CcAZOO CcCAZOO Ocravana vroom Quarters Since Inception Last Quarter Before Listing!) Cazoo will exceed Carvana IPO sales levels in Y2 UK-
Slide 10: Cazoo has created the most comprehensive market offering
Cazoo has created the most comprehensive market offering CAZOO O crrvana Vroom = @4vro1eRro Incumbents Brand leadership Online only retail In-house refurb/logistics Fully digital finance Market leading NPS National coverage Delivery & collection Post-sales servicing Subscription offering RN NSLS SS
Slide 11: The UK & Europe have many advantages over the US
The UK & Europe have many advantages over the US 2.0x e-commerce penetration / a adoption in the UK vs US") 1.5x car purchase turnover / frequency in the UK vs US!) x at + 7.5x population density in the UK and 3.5x in at Europe vs US reduces logistics challenges!) a * The UK and each European countr
Slide 12: Huge market opportunity...
Huge market opportunity... Used cars is the largest retail market with a total size of c.£500bn across the UK & Europe!) £380bn+ £480bn+ £480bn+ ~£310bn ~£150bn ~£110bn £100bn+ a 4 LI 4 i Used Cars Clothing Furniture Cosmetics & Consumer UK Europe TAM Toiletries = @ [1] OC8C estimate for UK and Euro
Slide 13: ...ripe for digital disruption
..Fipe for digital disruption Digital is c.2% of transactions vs. 15%+ in other sectors ee 52% Huge Growth 32% Driver 22% ‘15% C.2%* — Consumer Clothing Furniture Cosmetics & Used Cars Electronics Toiletries @0 i} i tJ 31 of consumers do not trust car dealers 47% ‘0 of consumers are concerned that d
Slide 14: COVID has accelerated shift from offline to online
COVID has accelerated shift from offline to online Shift to online * 64% of consumers would now buy used cars online (36% pre-COVID]* * Shift to online will continue and be permanent given poor legacy experience * Increased consumer discovery of new and better way of transacting “Source: CarGurus ~
Slide 15: Cazoo
CAZOO Investor Presentation - March 2021 - Private & Confidential 45
Slide 16: Delivering the best-in-class proposition & customer experience
Delivering the best-in-class proposition & customer experience Better selection, value, quality, flexibility & convenience for consumers looking for their next car How it works °o fe) © zi * = Fully integrated proposition End-to-end digital platform Nationwide in-house logistics Thousands of cars pu
Slide 17: With data & technology at the heart of the business
With data & technology at the heart of the business 6 Buying Operations Demand-led buying and In-house refurb capabilities, algorithmic pricing model logistics network and data-driven provide unique inventory team, tools and infrastructure to advantage over incumbents optimise operations Selling Pro
Slide 18: Very strong brand identity with 60% national UK brand awareness
Very strong brand identity with 60% national UK brand awareness"! already (2) Source: Kantar Brand Tra C#EZOO _ investor Presentation ~ March 2021 ~ Private & Confidential 18
Slide 19: Hard to replicate vertically integrated infrastructure
Hard to replicate vertically integrated infrastructure Customer Refurbishment Centres Capacity 17 open 5 locations 25+ future 250k+ cars per annum (c.£3bn estimated revenue from UK alone} Collection, Distribution, Storage, Servicing, Brand & Engagement Best-in-class operations & UK-wide infrastructu
Slide 20: Set up for scale with market-leading operations & logistics
Set up for scale with market-leading operations & logistics Offi e e e © Support Centre CALZOO | trvestor resentation - March 202% - Private & Confidential 20
Slide 21: Cazoo is delivering a better online car buying experience with an NPS of 80+
Cazoo is delivering a better online car buying experience with an NPS of 80+ 9% Trustpilot Cazoo Reviews 3,922 * Excellent aE «* NPS Score 80+ Source: NPS Score as of 22-Feb-2022, Paticia Costa Updated 2 daye ago Amazing service | don't remember the last time | recommended a company or brand to anyo
Slide 22: A world-class team with an unrivalled track record
A world-class team with an unrivalled track record Led by one of Europe's most successful serial founders & entrepreneurs \ ul Lt stephen Morano, Jonathan Howe Poul Whitehead i ENet Financial Officer Sat Tochrology otter ET once 1 - CFO, Betfair - CTO, Made.com - Commercial Director, uSwitch.com = F
Slide 23: The clear UK leader set for European expansion
The clear UK leader set for European expansion ee Record setting growth ¢ £450m run-rate revenue after 14 months") * Revenue continues to grow month-on-month w World-class team * One of UK's strongest & most proven senior management teams * Team of 1,800+ mission-driven experts with exceptional cult
Slide 24: Building a strong foundation in the UK and Europe
Building a strong foundation in the UK and Europe TAM Expansion Overview >£310bn TAM aT eae £480bn+ 15t5 target countries Market Opportunity £20bn+ £2bn £ £75bn+ pall [<1% Market share} EU revenue by 2024 £80bn+ >3% — Market share at scale UK France Germany _Italy Spain Other EU TAM Germany, France,
Slide 25: Executing on the European expansion plan
Executing on the European expansion plan ed ¥ a United . Kingdom . London Group HQ Germany Munich EU HQ) France Paris ‘Country HQ Tech hub Hl 612200 Proposition [ll subscription Proposition HE 2-2 years Future Today ‘24F & beyond 20k+ 320k+ Total Orders 3 UK, France, Across German) Presence u Europe
Slide 26: Executing game-changing strategic deals
Executing game-changing strategic deals Mera smart Fleetsolutions Expands infrastructure Boosts launch into Accelerating the move in across the UK European market house of refurb capabilities Infrastructure and etal S23” Brand ara martcting Te not on aici pep L694 + Loss reliance on third-party Secs
Slide 27: Supplementing core proposition with subscription service
Supplementing core proposition with subscription service * Already Europe's largest car subscription player with 6k+ subscribers ° Increases total addressable audience and market of car buyers * Optimises life time value and stock recycling at no additional CAC! * Creates a recurring revenue stream
Slide 28: High confidence in continuously improving metrics
High confidence in continuously improving metrics £ y, of Growing Revenues Increasing GPU" Decreasing CAC” Increasing market penetration/share More purchasing direct from consumer * Greater online adoption Additional ancillary product sales Greater refurbishment efficiencies Growing inventory levels
Slide 29: Cazoo
CAZOO Investor Presentation - March 2021 - Private & Confidential 29
Slide 30: Financial highlights
Financial highlights Orders!) es | 20 a 000+ Run-Rate Revenue?) ——— £ 4 5 0 m+ 09 Revenue Growth!) aa fe} 5 8 % Gross Profit) ay Positive Cash Position'®) c.£700m Note: 2020 financial information and data is unaudited, based on draft statutory accounts, and subject to change. [1] Total orders since
Slide 31: Strong order growth drives attractive financial profile
Strong order growth drives attractive financial profile Revenues by channel (£m) 3.957 386 207 188 150, 698 7 xe Le 20208 2021F 2oree 2023 2024 eetait Wholesale Other!!! Fv2124 ry2.24 Revenues by geography [£m] pay Retail units sold” by geography (‘000s) pide 5.005 eo 4 3957 « = ws 20208 aoa non2t 0
Slide 32: Robust unit economics drive operational leverage
Robust unit economics drive operational leverage Gross Profit (£m) EBITDA margin (%] Margin Fy21-24 CAGR UK rota! | DD profitable nae (7% 6 (20%) 401 sas Bs 11% m 359 a4 155 a § (3) (50%) 20206 2o2iF 2020F 2023 2024F 20206 2oaiF 2022 2023 2024F UK J Europe Note: 2020 financial information and data i
Slide 33: Clear pathway to significant revenues growth and strong profitability
Clear pathway to significant revenues growth and strong profitability Dee YE financials (Em) Revenue % YoY Gross profit Gross Margin SEA as % of revenue Distribution Marketing Overhead ‘Operating profit Operating Margin EBITDA EBITDA Margin ‘Capex (excl. MEA) Free Cash Flow’ 1 20206 162 ava @ (2%) (
Slide 34: Robust operational and financial KPI performance
Robust operational and financial KPI performance Retail unit selting price (e)! 12,483 15,165 13,563 33,990 14,528 rule) By Segment Retail (227) 666 947 1355 1,800 Wholesale (56) 7 207 270 an By Geography UK (etait) (227) 665 1129 1.650 2,200 Europe {retail} 7 : (174) 454 1064 cac (e)") 2,170 936 66
Slide 35: Strong start to 2021 with considerable YoY growth and positive GPU
Strong start to 2021 with considerable YoY growth and positive GPU Orders (‘000s) Revenue [£m] GPU [£) = 108 _ EP foe — 68 ss c 5.3 (347) gig | " Jan-Feb 20 Jan-Feb 21 Jan-Feb 20 Jan-Feb 21 Jan-Feb 20 Jan-Feb 21 ~10 - 15% ahead of current business plan as of February 2021 Note: Financial information
Slide 36: Key investment highlights
Key investment highlights c.£500bn market across the UK & EU ripe for digital disruption Unique proposition and brand with market-leading execution Proprietary data and technology underpin growth & profitability Fully integrated model with in-house reconditioning and logistics CAZOO Record-setting p
Slide 37: Cazoo
CAZOO Investor Presentation - March 2021 - Private & Confidential 7
Slide 38: Cazoo projects best-in-class growth relative to comparable companies
Cazoo projects best-in-class growth relative to comparable companies 138 % 37% 51% 8 18% — es CAZ0O0 OQ carvana vroom High Growth Internet? Inventory Carrying E- Comm.” 200 % 21F-23F GP CAGR 77% 46 % 26% 19% — a a — 2022F & 52% 50% 44% 44% 2023F , , GP Margin 8% 10% 16% 17% 1% 1% nll Le | ———= Note:
Slide 39: Cazoo exhibits a truly differentiated financial profile
Cazoo exhibits a truly differentiated financial profile All North-America listed tech companies 800+ companies Sustainable high top-line 138% growth ree 0s CAGR 21F-23F 2 public companies 21F-23F Revenue CAZOO Opendoor s¥s»0wlcKe Industry focus Consumer brand 1 public company CAZOO Opendoor Source:
Slide 40: Cazoo's growth trajectory closely matches Carvana's proven profile
Cazoo's growth trajectory closely matches Carvana's proven profile Revenue Estimates ($m) $8,682 $8,138 $5,587 $1,955 go44 2018 © 2021F 2019 = 2022F 2020 © 2023F 2021F 2024F Gross Profit Estimates ($m) : $794 se $1,031 sne7 ie es $564 a EZ, _862 oe | 2018 2021F 2019 2022F 2020 2023F 2021F 2024F Reta
Slide 41: Cazoo's valuation is attractive on a growth-adjusted basis
Cazoo's valuation is attractive on a growth-adjusted basis 24x 41x Lox 49x 2.3x CAZO0O © carvana vroom High Growth Internet! Inv. Carrying E-Comm,? 31.8x 25.8 x 10.8 x 15.4 x 6.5 x — 2023F Ga4ax> 19.6%) Gasx EV / Revenue 13x 3.0 x 0.7x 3.4.x 1.9x — aa —= — cle 12.6 x co 6.7x 10.7 x 5.6x CG Derowth a
Slide 42: Near term penetration levels in UK imply $25bn+ in revenue potential
Near term penetration levels in UK achieved in TAM imply $25bnt+ in revenue potential EU = CAZO0O ~3.0% ~£15bn Note: These forward-looking projections are for illustrative purposes and should not be relied upon as being necessarily indicative of future results, Source: Management estimates for 2025
Slide 43: Huge market opportunity in a highly fragmented industry
Huge market opportunity in a highly fragmented industry There are c.180k dealerships across the top 10 markets in Europe!) & no dealer group has >5% market sharel?) he 7) 5.8 <p>. Se 15k ~4% ~3% ( p 29k 2 38k - UK France Germany @ .180k Number of used car Top dealer group's transactions (m) estimate
Slide 44: Financials split by region
Financials split by region Revenue - UK 162 a1 1789 3.018, 3,882 Retail 151 572 4,510 2,495 5,088 Wholesale ° 44 154 233 317 other 3 65 145 290 an Revenue - Europe 2 18 282 939 2,001 Rotail - : 224 702 1,824 Wholesale : : 16 “ 159 other : 18 2 % a7 Gross Profit -UK 8) 42 155 359 583 Margin (2%) 6x 9
Slide 45: Overview of Ajax I
Overview of Ajax I A Unique and Differentiated Investor-Operator Value Proposition Dan Och Glenn Fuhrman Outperformed the S&P $17bn of firm Lower Cost of Capital 20% Traditional Ajax I 50% © of the traditional sponsor promote by 6.7x over 25 years profits over 21 years Kevin Systorm Jim McKelvey Ann
Slide 46: Why we believe in the Cazoo opportunity
Why we believe in the Cazoo opportunity Baa £ —, Why we believe Why we believe Cazoo is in the story a great investment * Unique proposition and brand with * c.£500bn market across the UK & EU ripe market-leading execution for digital disruption * Clear leader & significant head start in * Benefitin
Slide 47: Risk Factors (1/3)
Risk Factors (1/3) ‘The bolow lis of koy risks hos boon prepared solely for the purposes of the proposed private placement transaction (tho “Private Placement’) as part of the proposed Business Combinatfon, and solely for potential invostors in the Private Placement, and not for ary other purpose. U
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Slide 49: Risk Factors (3/3)
Risk Factors (3/3) + Downturs in gr + ifthe Business Combinations benefits da not m may decline ral economic and market conditions and reductions in spending may reduce demand fo the Groups products the expectations of investors or securities analysts the markot price of Aja's securities, or followi