THQ Nordic AB (publ) acquires Milestone s.r.l. Investor Presentation August 14th, 2019 THE THE THE BUSINESS DEAL FUTURE GLOBALLY LEADING UPFRONT PURCHASE PRICE EUR 55.8M CONTINUED DEVELOPMENT OF RACING GAMES COMPANY EQUIVALENT TO AN EV OF EUR 44.9M THE BEST RACING EXPERIENCES IMPRESSIVE PORTFOLIO PURCHASE PRICE STRUCTURE STRONG PIPELINE 50 games developed and • Whereof cash: EUR 44.3m Ten games planned (FY20-22), 8 million games sold since 2013 including five currently in development • Whereof THQ Nordic B-shares: EUR 11.5m • Net cash: EUR 10.9m (per closing) Plus potential earn-out (FY20-22)1 REALIZING POTENTIAL SYNERGIES based on achieved accumulated Adj. EBIT2 levels A LEADING RACING DEVELOPER within distribution, marketing, know-how creating epoch-defining two wheel racing titles and IP development using state-of-the-art AI technology below 70% of target Adj. EBIT = No earn-out 100% of target Adj. EBIT = EUR 28.9m above 130% = Earn-out capped at EUR 37.6 STRONG FINANCIAL CONTRIBUTION ATTRACTIVE BUSINESS MODEL INCREASING ITALIAN PRESENCE recurring cash flows Net revenues EBITDA Oper. EBIT with established developer and publisher from yearly/bi-yearly releases 27.5-32.25 MEUR 15.5-18.0 MEUR 10.75-12.5 MEUR Target financials FY201 1. Refers to Milestone’s financial year July-June 2. Based on agreed adjustments and according to Italian GAAP 3 50 8 MILLION 10 DEVELOPED GAMES SINCE INCEPTION TOTAL # OF GAMES SOLD SINCE FY13 UNRELEASED GAMES1 1994 2019 1. With release dates scheduled during the period Aug 2019 – Mar 2022 4 TEAM THE STUDIO c. 200 25 MILAN LUISA BIXIO IRVIN ZONCA IVAN ORIETO FTEs YEARS IN GAMING ITALY CEO Executive Producer Head of Development Oper. 10+ years with Milestone 14+ years with Milestone 2+ years with Milestone PC/CONSOLE RACING GAMES across all major platforms INDEPENDENTLY DEVELOPS & PUBLISHES LICENSED AND OWN IP ANDREA LOIUDICE MAURO NOTARBERARDINO ALEXANDRE LEBERTRE a transition from work-fore-hire since 2013 Marketing Manager HR Manager Head of Technology 3+ years with Milestone 8+ years with Milestone 5+ years with Milestone AWARDS EXPERT TEAM RENOWNED FOR CREATIVITY AND EXPERIENCE and with immense passion for motor sports MOST LICENSED BIKES BEST TRACK SELECTION BEST TECHNICAL IMPLEMENTATION IN A VIDEOGAME SLRE (2016) RIDE (2016) RIDE (2016) BEST SURPRISE BEST TECHNICAL IMPLEMENTATION RIDE2 (2016) Valentino Rossi the Game (2017) BEST BIKE GAME BEST VIDEOGAME COMPANY MXGP3 (2018) (2019) 5 A SOFTWARE HOUSE FIRST MOTOCROSS NEW LICENSE SERIES INCEPTION ON TWO WHEELS TITLE RELEASED AND IP First Moto GP and SBK: Superbike Founded Graffiti World Monster Energy Supercross (1994) Championship 2007 First motocross niched title MXGP released released and first MotoGP title Renamed Milestone titles released Off-road focused Gravel (own IP) published by Milestone (1996) released 1994 1997 2009 2015 - - 2007 - 2013 - 2018 1996 2006 2010 2016 Development of titles such as Screamer Rally and Superbike World Superstar V8 Racing and World Rally New own IPs RIDE and Extending the MXGP series Championship series Championship 2010 released, proving Sébastian Loeb Rally EVO with MXGP PRO release (partnership with Electronic Arts) Milestone’s diverse capabilities released EARLY SUCCESS STORYS FOUR-WHEEL GAME CAPABILITIES TWO NEW IPS SERIES EXTENSION 6 Three year timeline matched with ending March Released titles Unreleased titles TO BE RELEASED TO BE RELEASED Apr, 2020 Apr, 2021 UNDISCLOSED TITLE MOST RECENT RELEASE TO BE RELEASED TO BE RELEASED 6 Jun, 2019 Aug, 2020 Jul, 2021 March 2020 March 2021 March 2022 2019 2020 2021 2022 UNDISCLOSED TITLE based on new IP TO BE RELEASED TO BE RELEASED TO BE RELEASED 27 Aug, 2019 Nov, 2020 Aug, 2021 UNDISCLOSED TITLE SUPERCROSS 5 TO BE RELEASED TO BE RELEASED TO BE RELEASED Feb, 2020 Mar, 2021 Feb, 2022 7 Developer: Milestone s.r.l. Metascore User score Positive reviews Publisher: Milestone s.r.l. 79 8.5 82% Genre: Racing, Simulation, Sports Modes: Single/Multi-player online First series release: 2007 Most recent series release: June, 2019 Licensed title Physical Digital should be at the top of your list 36% when picking up a new racing game ‘‘ 64% 2.5 million 80/100 Sold main games Physical vs Digital sales FY19 GAMESPEW since 2013 10 June,2019 Note: Data from Metacritic related to The 2019 XBOX ONE release 8 Developer: Milestone s.r.l. Metascore User score Positive reviews Publisher: Milestone s.r.l. 72 6.9 64% Genre: Racing, Simulation, Sports Modes: Single/Multi-player online First series release: 2014 Most recent series release: June, 2018 Licensed title Physical Digital certainly one of the best 30% ‘‘ bike racers out there 70% 2.3 million 90/100 Sold main games Physical vs Digital sales FY19 THE XBOX HUB since 2013 10 July,2018 Note: Data from Metacritic related to The 2018 XBOX ONE release 9 Developer: Milestone s.r.l. Metascore User score Positive reviews Publisher: Milestone s.r.l. 69 8.3 67% Genre: Racing, Simulation, Sports Modes: Single/Multi-player online First series release: 2018 Most recent series release: February, 2019 Licensed title Physical Digital It might even be the best 28% supercross game ever made ‘‘ 72% 0.9 million 80/100 Sold main games Physical vs Digital sales FY19 GAMESPEW since 2018 5 February, 2019 Note: Data from Metacritic related to Monster Energy Supercross XBOX One, and Steam review to the PC release 10 Developer: Milestone s.r.l. Metascore User score Positive reviews Publisher: Milestone s.r.l. 76 7.5 75% Genre: Racing, Simulation, Sports Modes: Single/Multi-player online First series release: 2015 Most recent series release: November, 2018 Own IP Physical Digital definitely a game to get 45% ‘‘ for every motorcycle lover 55% 1.4 million 86/100 Sold main games Physical vs Digital sales FY19 MONDXBOX since inception 9 December, 2018 Note: Data from Metacritic related to RIDE 2018 release, and Steam review to the 2015 initial PC release 11 T h a n k Yo u 12 Extra slides 13 Acquiring entity: Koch Media GmbH Income statement Balance sheet Milestone s.r.l. Milestone s.r.l. (as adjusted) (as reported) EURm Jul 2018 - Jun 2019 EURm 30 Jun, 2019 Net revenues 28.20 Intangible assets 0.26 Other revenues 11.89 Property, plant and equipment 0.39 Total Revenues 40.09 Financial assets 0.14 General operating expenses -25.09 Inventories 2.96 EBITDA 14.99 Current receivables 10.03 Depreciation, amortization and write-downs -5.69 Cash and bank balance 10.70 EBIT 9.31 Total assets 24.48 Financial items -0.13 EBT 9.17 Equity 15.93 Taxes for the period -2.71 Provisions 3.77 Net result for the period 6.47 Current liabilities 4.79 Total equity and liabilities 24.48 ▪ Excess of purchase price over book value of EUR ▪ Net revenue driven by successful releases of RIDE III, 39.9m based on the above Balance Sheet Supercross 2 and MotoGP 19 ▪ EBIT-margin of c. 33%1 driven by continued growth in online sales Note: Financials to be consolidated from the date of closing (14 August 2019) Note: After applying estimated adjustments to align with THQ Nordic’s accounting principles. 1) EBIT-margin calculated on Net Revenues 14.