Acquisition of Relax Gaming

July 2, 2021

© Kindred Group plc 2021 1 “Relax Gaming is a rapidly growing company that will accelerate our strategy to increase focus on product & customer experience by strengthening our product control and ability to differentiate our offering” Henrik Tjärnström, CEO

Increase our focus on product and the Customer Experience (CX) Balanced portfolio of markets

We will increase our focus on the products and the customer experience by strengthening our product control and ability to differentiate our offering

Core strategic enablers

© Kindred Group plc 2021 For more information: https://www.kindredgroup.com/investors/business-model-and-strategy/ 2 The acquisition of Relax Gaming improves Kindred’s ability to differentiate and enhances technology capabilities

Adds a rapidly growing and profitable B2B business with a world-class product portfolio which 1 Kindred will invest in and operate as an independent entity within the group

Strengthens Kindred’s control over the product offering and position in the value chain while 2 providing significant synergies

Increases Kindred's ability to differentiate and improve the customer experience in line with the 3 Group's long-term strategy through Relax Gaming’s fast-growing portfolio of high-quality proprietary content and casino technology

Opportunity to accelerate Kindred's growth in one of the largest and fastest growing locally regulated 4 markets in the world by expanding Relax Gaming’s business into the US

Company in brief Key operational facts

B2B iGaming software supplier that develops and distributes 2,500+ 100+ c.60 online casino slots, poker and bingo games games game releases yearly proprietary games

140+ c.500 c.50 Pipeline growth: Expected to release c. 25–30 own developed operators sites live studio partners games (by Relax Gaming) and 90+ 3rd Party games in 2021 Relax Gaming casino Relax Gaming casino content awards

Founded in 2010 as a spin-out from iGame Group Ltd. Kindred currently owns 33.4% of Relax Gaming

Headquartered in Malta, with 4 main hubs located in Malta, Estonia, Sweden and Serbia and 3 dedicated game studios in Belgrade, Malmo and Stockholm

Source: Company information

Source: Company information information Company Source:

software development to company management company to development software

studios

Spent last 20 years in IT in range of roles from from roles of range in IT in years 20 last Spent •

dedicated game game dedicated Joined Relax Gaming in 2018 2018 in Gaming Relax Joined •

, CIO CIO , Chernikov James

Years of experience in iGaming in experience of Years 3 X

(responsible for all major titles) major all for (responsible

Spent c. 7 years at NetEnt as the Chief Product Officer Officer Product Chief the as NetEnt at years 7 c. Spent to that at Ladbrokes at that to •

Previously Head of Poker and Bingo at Unibet and prior prior and Unibet at Bingo and Poker of Head Previously • vertical

Joined Relax Gaming in 2018 to drive the casino casino the drive to 2018 in Gaming Relax Joined Joined Relax Gaming in 2015 in Gaming Relax Joined • •

Simon Hammon, CPO CPO Hammon, Simon Martin Stålros, COO COO Stålros, Martin 10+ 10+

main offices main

accounting to consulting to accounting and GLI Europe) GLI and

Spent 9 years at PwC, in a range of roles from from roles of range a in PwC, at years 9 Spent Spent c. 8 years at leading iGaming suppliers (NetEnt (NetEnt suppliers iGaming leading at years 8 c. Spent • •

Joined Relax Gaming in 2018 in Gaming Relax Joined 2015 in Gaming Relax Joined • •

Markus Kruk, CFO Kruk, Markus Alexia Smilovic, CRO Smilovic, Alexia

10+

§ 5+

Officer of Kindred Malta Kindred of Officer

employees

by Kindred Group in 2015); later Chief Commercial Commercial Chief later 2015); in Group Kindred by and B2C operations. Previously CPO of Kindred Group Kindred of CPO Previously operations. B2C and

c.240

Previously Chief Executive at iGame Group, (acquired (acquired Group, iGame at Executive Chief Previously • Experience in a range of strategic areas in both B2B B2B both in areas strategic of range a in Experience •

Joined Relax Gaming in 2019 in Gaming Relax Joined • Joined Relax Gaming in 2018 in Gaming Relax Joined •

Tommi Maijala, CEO Maijala, Tommi Daniel Eskola, COO Eskola, Daniel 15+ 15+

Key management team management Key Key stats Key

the company the

the future success as they will remain with a meaningful shareholding in in shareholding meaningful a with remain will they as success future the

Relax Gaming has a highly experienced management team team management experienced highly a has Gaming Relax committed to to committed Relax Gaming has vast successful relationships with gaming studio partners and operators

Selection of studio partners

Selection of operator partners Number of integrated operators (on platform)

165 143

90 62 42

2017 2018 2019 2020 Apr 2021

Source: Company information © Kindred Group plc 2021 6 Outstanding revenue growth supported by a highly scalable business model with high margins

Relax Gaming revenue evolution Relax Gaming EBITDA-margin evolution

€m 41% 270% 2018A-20A Revenue CAGR 2018A-20A EBITDA CAGR 25 22 42% 36% 14 11 16% 5%

2018A 2019A 2020A LTM - May 2 2018A 2019A 2020A YTD-May 20212 Revenue growth per product vertical over time

Casino Own Bingo €m Casino Aggregations Poker Performance in line with bingo +143% 7,7 +24% 7,2 sector +58% 5,2 4,7 5,0 (13)% 3,4 3,6 2,0 2,5 2,1 1,9 1,3

1 2018A 2019A 2020A1 2018A 2019A 2020A1 2018A 2019A 2020A1 2018A 2019A 2020A Relax Gaming delivers a multi-product offering with its outstanding Poker, Casino and Bingo solutions

Source: Company information 1 2020 unaudited management accounts; 2 Unaudited management accounts as of May 2021 © Kindred Group plc 2021 7 Significant synergies have been identified

Drive traffic to u Cost of sales savings to be achieved from increasing Kindred’s customer traffic towards Relax Gaming’s products Relax Gaming's u The increased traffic to Relax games drives additional revenues for Relax Gaming games

u Cost savings could be achieved from optimization of the Group’s cost structure Cost synergies u Opportunity to leverage Kindred’s infrastructure advantages for Relax Gaming u Lower investment needs for the Group

u There are efficiency gains and revenue recoupable opportunities for Kindred, leveraging its considerable attractiveness and power to its casino Synergies Aggregation suppliers and route through Relax Gaming routing u The opportunity allows for not only Opex cost savings on Kindred side but also allows for a higher revenue return on Relax Gaming's casino operations

u Expand Relax Gaming into the US as a B2B segment to support Kindred’s growth plans in the US Market u Additional distribution capacity benefitting from huge appetite for more content in the US market expansion u Untapped potential in large European markets

Identified annual run-rate synergies of about €8m to be achieved within the next three years

u Acquisition of 66.6%1 of the outstanding shares in Relax Gaming not owned by Kindred, valuing the company at up to €320m on a cash and debt free basis Financial terms – Upfront payment of €80m (on a cash and debt free basis) payable in cash at closing of the transaction, representing an enterprise value of €150m and an enterprise value/LTM EBITDA multiple of c.15.0x – Earn-out payment of up to €113m payable in 2022 and 2023, subject to achieving certain earnings thresholds in Relax Gaming

Financing u The cash consideration will be financed through Kindred’s existing cash and credit facilities

u In conjunction with the transaction, all existing share option programs in Relax Gaming will be exercised, and Relax Gaming’s Management management team will retain an ownership of c.7% in Relax Gaming following the transaction incentive plan u Management Incentive Plan has a put/call option structure, allowing management to sell their shares to Kindred and Kindred to buy management’s shares after a pre-agreed time applying a pre-defined valuation methodology

Indicative timeline u Closing expected in the fourth quarter of 2021

The transaction structure with the majority of the payment component linked to earn-outs dependent of business performance ensures alignment of interests and low transaction risk

Source: Company information 1 Kindred already owns 33.4% of shares in Relax Gaming © Kindred Group plc 2021 9 The acquisition of Relax Gaming strengthens Kindred’s ability to create long-term value

Established player in the B2B Highly scalable business Leading B2B iGaming supplier space with connected partner model with impressive growth with world-class product network and large customer momentum to be operated as portfolio base an independent entity

Proprietary content High margin business with development and impressive Identified cost synergies of significant EBITDA and cash technology platform will about €8m driving additional generation to support enhance Kindred’s value for Kindred additional growth for the group differentiation capabilities

Attractive deal structure and Kindred’s strong financial position provides capacity for continued growth investments and distribution to shareholders in accordance with our distribution policy