Company Presentation Carnegie, September 3, 2019 CEO & Co-Founder Lars Wingefors

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Company Presentation Carnegie, September 3, 2019 CEO & Co-Founder Lars Wingefors
Company Presentation
Carnegie, September 3, 2019

    CEO & Co-Founder
     Lars Wingefors

                              1
Company Presentation Carnegie, September 3, 2019 CEO & Co-Founder Lars Wingefors
1. Introduction
Company Presentation Carnegie, September 3, 2019 CEO & Co-Founder Lars Wingefors
STORY OF THQ NORDIC
SEKm                                                                                                                                     2019 H1:

                                                                                                                       2018 Q1:
                                                                                                                    Koch Media and
                                                                                                                  Deep Silver acquired
                                                             2013–2016:                                                2018 Q4:
                                                              Scaling up                                              Coffee Stain
                                                                                          2016 Nov:
                                                          organization: Asset                                          acquired
                                                                                            IPO on
                                                            Care, launching
                                                                                           Nasdaq
                                                          major development                                                  5 426
                                                                                          First North
                                                               projects
                                                                                          Stockholm
                                  2013 Q2:                 Rebranding from
                            Strong IPs acquired            Nordic Games to                                    4 124
     2011 Q2:                  from THQ incl.
  All assets incl.                                           THQ Nordic
                            Darksiders, MX vs.
  IPs in JoWooD              ATV, Red Faction
   acquired and               and Titan Quest
    key people
     recruited

                                                                                                        508
                                                  178               213            302
        8            12       102

       2011          2012     2013              2014               2015            2016             2017      2018      TTM Jun 2019

                                 Raised equity capital before transaction costs:   240                  598   1,448           2,090

 Track record of strong growth and value creation through major acquisitions, well-positioned for further growth

                                                                                                                                                    3
Company Presentation Carnegie, September 3, 2019 CEO & Co-Founder Lars Wingefors
Operational and financial highlights

  Financial performance driven by strong
                                                            Selected pipeline updates
   digital back catalog of owned games

Q1 FY19/20
                                                             Record investments in game
             Net sales                   YoY growth          development in the quarter:
       SEK 1,142m                            36%                   SEK 356m
                                                          (SEK 208m same quarter last year)
       Operational EBIT                  YoY growth
        SEK 204m                           193%
                                                            81 pipeline projects
                                                         (of which 34 have been announced)
       Cash flow from operating activities
              (after change in working capital)

                    SEK 441m                                          At least
                                                              two AAA projects
       Increased profitability driven by:                expected to be released in FY20/21
            • Strong back catalog
               • Owned titles
                • Digital sales
                                                        Further strengthening of the Executive
                                                                 Management Team:
                                                         • New Group CFO: Johan Ekström
                                                      • Prior CFO and Co-Founder Erik Stenberg
                                                             promoted to deputy Group CEO
Company Presentation Carnegie, September 3, 2019 CEO & Co-Founder Lars Wingefors
THQ Nordic acquires experienced studio Gunfire Games

                           THE                                                         THE                               THE
                        STUDIO                                                        DEAL                             FUTURE

             TEAM BEHIND THE                                            UNDISCLOSED PURCHASE
            DARKSIDERS SERIES                                                   PRICE                       REMAIN INDEPENDENT

          Core team has worked together                                  THQ Nordic expects to recoup         Maintain creative freedom
                 for over a decade                                         its investment over the            with focus on developing
                                                                             course of 3-4 years                 successful games

                                                                        FINANCIAL CONTRIBUTION             EXPANDING FOOTPRINT
        TOP TIER DEVELOPMENT                                                TO THQ NORDIC                       IN THE US
                STUDIO
                                                                        New IP generating cash flow from   THQ Nordic’s first owned studio in
              Creates first-class games                                  day one and savings on royalty     Austin, Texas, the third largest
                                                                             and development cost            game industry hub in the US

                                                                             FOUNDERS AND                            PIPELINE
         LEADING VR DEVELOPER                                                 MANAGEMENT
                                                                                                           Owned IP “Remnant - From the
              Successful collaborations                                      Strongly incentivized to      ashes” releasing 20th Aug 2019
                    with Oculus                                                  execute on plan

Note: *Net revenue equals revenue after returns and price protections
                                                                                                                                                5
Company Presentation Carnegie, September 3, 2019 CEO & Co-Founder Lars Wingefors
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
         A LEADING RACING DEVELOPER                            based on achieved accumulated Adj. EBIT2 levels
                                                                                                                           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

           ATTRACTIVE BUSINESS MODEL                           STRONG FINANCIAL CONTRIBUTION
                                                                                                                         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                                                                                                          6
Company Presentation Carnegie, September 3, 2019 CEO & Co-Founder Lars Wingefors
2. Business
Company Presentation Carnegie, September 3, 2019 CEO & Co-Founder Lars Wingefors
GROUP OVERVIEW

                                                 Group HQ                   SEK 5.4bn     net sales (LTM June 2019)

                                              Group strategy and M&A        SEK 900m      operational EBIT (LTM)

                                                      Karlstad                2,418       headcount

                                         Two complementary business areas

                          Games                                                   Partner Publishing
        Development, publishing and marketing of games                         Publishing and distribution of (mainly)
                                                                                          games and film

                Three autonomous sub-groups:

                                                                                                             Munich

                                                                                      13 offices across the world:

                                                                                          Selected partners:
    Vienna                  Munich                   Skövde

                     Details on next slides

                                                                                                                      8
Company Presentation Carnegie, September 3, 2019 CEO & Co-Founder Lars Wingefors
GAMES – OVERVIEW
Three autonomous
sub-groups:

                                                                                                                                                                                     9%
                                                                           31%
% of net sales
(Trailing 9 Months Jun-19)
                                                                                                                     61%

                                                                                                       Own IPs within AAA development.
                                                                                                                                                                       Creative, very focused on gaming
                                        Core strategy to acquire and build                               Publishing on external products
Focus                                                                                                                                                                   making and development, new
                                           based on established IPs.                                   that needs powerful marketing and
                                                                                                                                                                         IPs, teams up to ~20 people.
                                                                                                           physical distribution power.

                                                      22             41                  52

                                                                                                                                                           141                        24                          15

                                                                                                                      134                                                STUDIOS                       NORTH
                                                                                                                                                                          Skövde                      Stockholm

                                                                     64                  21

17 internal studios
 ##     = Approx. headcount
                                                                                              31                             173                            70                         5
                                                 22                  29
                                                                                                                                                                        Lavapotion

                                                  7

                     58% digital                           75% owned IP                               51% new releases                                                               130+ owned IPs
                                                                                                                                                                                     See next slide
                                                                                                      per quarter
                         of LTM net
                         sales
                                                              of LTM net sales                                                              1,800+ Game developers
                                                                                                        average last four                   (internal + external)                    81 projects in pipeline
                                                                                                        quarters                                                                     See pipeline slide

      Note: All studios are 100% owned except Coffee Stain North (60%), Lavapotion (60%) and Bugbear (90% but with an option for the remaining 10%)
      Note: LTM = Last Twelve Months ending 30 June 2019. Other figures refer to as per 30 June 2019. Number of game developers refer to both internal and external.                                               9
Company Presentation Carnegie, September 3, 2019 CEO & Co-Founder Lars Wingefors
GAMES – KEY IP:S

           100+ IPs                      15+ IPs                     9 IPs

                                      Exclusive license

       130+ IPs          SEK 10BN+                        100M+ COPIES
         in total     lifetime sales by 10 key IPs        lifetime sales by 10 key IPs

                                                                                         10
SELECTED UPCOMING RELEASES
Games business area                                                                     Partner publishing

                                                                                            Q2 FY19/20:

                                                                                        Dragon Quest Builders
  PC PS4 XB1          PC PS4 XB1    PC PS4 XB1 Switch    PS4 XB1           PC PS4                 2
   IP: Own             IP: Own         IP: 3rd party     IP: Own        IP: 3rd party       by Square Enix
  THQ Nordic          THQ Nordic        THQ Nordic      THQ Nordic       Deep Silver

                                                                                          Final Fantasy XIV
                                                                                          Shadowbringers
                                                                                           by Square Enix

  PC PS4 XB1          PC PS4 XB1           PC           PC PS4 XB1       PC PS4 XB1
   IP: Own             IP: Own          IP: Own          IP: Own        IP: 3rd party       Wolfenstein
  THQ Nordic          Deep Silver     Coffee Stain      THQ Nordic       Deep Silver         Cyberpilot
                                                                                            by Bethesda

                                                                          In total
                                                                        81 projects         Wolfenstein
                                                                      (34 announced      Youngblood Deluxe
                                                                                              Edition
                                                                          and 47
                                                                                            by Bethesda
  Deep Silver         Deep Silver     Coffee Stain      Deep Silver   unannounced)

                                                                                                              11
GROWTH TRACK RECORD SINCE IPO
Organic and acquisitive (30% dilution*) growth since IPO until 30 Jun 2019 has yielded:

# of game developers                                                           # of internal development studios                                      Key IPs acquired since IPO

                          +5x                                                                               +4x
                                                                                                                                                                          Long-term exclusive license

                                             1 828                                                                               17
                                                                                                STU DI OS

       339                                                                          4                             Lavapotion

   Sep 2016                                Jun 2019                             Sep 2016                                       Jun 2019
    (IPO)                                                                        (IPO)

Net sales, SEKm                                        Operational EBIT, SEKm                                     Cash, SEKm                                 Top talent

                    +20x                                                   +10x                                                       +19x
                                                                                                                                                                   Highly talented
                                   5 462
                                                                                          900                                                 3 159                  key people

                                                                                                                                                                 with complementary
                                                                                                                                                                       skillsets
      272                                                     90                                                         167

  TTM Sep                        TTM Jun                                                                                                                          joined THQ Nordic
                                                         TTM Sep                        TTM Jun                     Dec 2016                 Jun 2019
 2016 (IPO)                       2019                  2016 (IPO)                       2019                        (IPO)

* Based on 72m shares immediately post IPO and 103m shares as of 30 Jun 2019
                                                                                                                                                                                                  12
GROWTH STRATEGY
Continue established and proven growth strategy – now leveraging across larger group

                                                                                                            Group
                                                                                                             level
     ORGANIC GROWTH:

 1   Releasing of current development pipeline (currently 81 releases)           ü        ü        ü

 2   Continued investments into new content/games (on existing and new IPs)      ü        ü        ü

 3   Further organic consolidation of Partner Publishing market                           ü

     ACQUISITIVE GROWTH:                                                                           ü

 4   Acquire IPs or established catalogues of assets                             ü        ü

 5   Acquire development studios                                                 ü        ü        ü

 6   Acquire publishers, adding niches, markets or consolidation                 ü        ü                   ü

       We will continuously seek to allocate capital towards our highest risk-adjusted ROI opportunities,
                                     benchmarking both organic and M&A

                                                                                                                  13
M&A PROCESS

Typical M&A process                                                            Success factors

1. Scouting – Ongoing, patient scouting and                                    ü Professional but
   research activity at HQ in Sweden, THQ Nordic                               fast and lean
   Vienna, Koch Media Deep Silver and Coffee                                   process – focus on
   Stain                                                                       key issues
                                                         Typically
                                                         performed
2. Proceeding with specific lead                                               ü Giving autonomy
                                                         “entrepreneur to      to creative, driven
3. In-house DD – Commercial and financial due            entrepreneur” with    entrepreneurs
   diligence on key games, people and business           in-house capacity
   plan                                                  and light on third-   ü Accessing a
                                                         party advisors on
                                                                               plethora of
4. Handshake on Heads of Terms – Negotiating             either side           knowledge and
   heads of terms, business plan and post-                                     experience within
   acquisition structure (subject to legal, financial,                         the THQ Nordic
   tax and further commercial due diligence)                                   family

5. Execution: Due diligences, finalizing terms, legal    Engaging leading      ü Cash on balance
   docs, etc.                                            legal (Baker
                                                         McKenzie), corp,
6. Signing and closing – Normally same day               finance, financial
                                                         and tax advisors
                                                         (EY)

                                                                                                     14
3. Gamescom
ASSORTED GAMESCOM ANNOUNCEMENTS

                                                Metro Exodus       New trailer for
                                                DLC release         Shenmue 3

        IP: own              IP: 3rd party       Tuesday 5 PM      Wednesday 9 AM
 Early access in early      Publishing deal
         2020            Release Oct 17, 2019

    IP: 3rd party             IP: Own            IP: 3rd party       IP: 3rd party
   Release winter                               New trailer and   New trailer released
     2019/2020                                   release date        by Microsoft

                                                                                         16
4. Financials
FINANCIAL OVERVIEW

Net sales                                       EBITDA                                        Operational EBIT
          CAGR: 218%                                      CAGR: 167%                                    CAGR: 134%

                               5 426                                              1 549                                    900
                     4 124                                             974                                        484

                                                             273                                           202
                                                    133                                          108
    302      508
                                                   2016     2017      2018        LTM            2016     2017    2018     LTM
   2016     2017      2018 LTM Jun-19
                             LTM            Margin: 44%      54%      24%         29%     Margin: 36%     40%     12%      17%

Intangible assets at 30 Jun 2019                Net sales in “Games” business area            Liquidity position (30 Jun 2019)
                                                (Last 9 Months ending Jun 2019)
Item                          SEKm Share                                                      • SEK 3.2bn cash
IP-rights                      1,000 26%         9% Coffee Stain
Yet-to-be released games 1,280 34%                                                            • SEK 4.7bn cash and available
Goodwill                         787 21%                                31% THQ Nordic          credit facilities
Released games                   427 11%
Surplus value Partner
Publishing/Film                  161   4%
Other int. assets (film etc.)    163   4%
                                                    61% Deep Silver
Total                          3,819 100%

                                                                                                                                 18
INVESTMENTS

 Investments in intangible assets the quarter                                                       Investments in game development by quarter

  Q1 FY19/20                                                                                               Internal capitalized development
  SEKm
                                                                          225            378               External game development and advances
                                                                                                    SEKm
                                                                                                    400                                             356
                                                  131                                               350                                       305
                                                                                                    300                                             131
                             22                                                                     250                            208
          0
                        Other                                          External                     200
                          Other intangible
        IP-rights

                                                                         External game
                                                Internal capitalized

                                                                       development and
                                                                              advances
                         assets (Film etc.)

                                                      development

                                                                                          Total
                     intangible…                                       game…
                                                                                                    150
    IP-rights                                   Internal                                 Total
                                              capitalized…                                          100                                             225

                                                                                                     50
                                                                                                      0
                                                                                                          Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2
    Finalized and completed game development: SEK154m                                                      2016      2017           2018      2019

Note: Not including investments in property, plant and equipment which was SEK 11m in the quarter
                                                                                                                                                      19
Reported Balance Sheet

Balance Sheet - Reported                                      Specification - Net Operational Assets
 MSEK                                            2019-03-31    MSEK                                       2019-03-31
Cash and cash equivalents                          2 929       Inventory                                      323
Ongoing Game Development                           1 115       Current receivables (excl taxes)              1 247
Completed Game Development & Other Intangibles      545        Current liabilities (excl taxes)              -1 159
Tangible Assets (Real Estate)                       170       Working capital                                 410
Acquisition related Intangible Assets              2 047      Taxes (Net current and deferred)               -156
Other Operational Assets                           1 802      Provisions (excl deferred taxes)               -429
                                                   8 608                                                     -175

Equity                                             5 713                           Net operational
Interest-bearing Debt                               918                          assets (SEK-175m)
Other Operational Liabilities                      1 977
                                                   8 608

§ Acquisition related intangible assets consists of surplus values from PPA relating to IP-rights (1,056m), Goodwill
  (830m) and Partner Publishing Relationships (161m).

§ Completed Games Development & Other Intangibles (SEK 545m) consists of Completed games (395m), Film
  (139m) and Other intangible assets (11m).

§ Net operational assets amount to (SEK -175m) and is specified in table above.

                                                                                                                      20
Operational- and Non-operational Balance Sheet

Balance Sheet - Opertional Items                              Balance Sheet - Non Opertional Items
 MSEK                                            2019-03-31    MSEK                                   2019-03-31
Ongoing Game Development                           1 115      Net Cash                                  2 011
Completed Game Development & Other Intangibles      545       Acquisition related Intangible Assets     2 047
Tangible Assets (Real Estate)                       170                                                 4 058
                                                   1 830
                                                              Equity                                    4 058
Net Operational liabilities                         175                                                 4 058
Equity                                             1 655
                                                   1 830

§ From an operational perspective we have invested most of our funds into our gaming portfolio, where on-going
  projects amount to SEK 1,115m. SEK 545m is invested in Completed games (395m), Film (139m) and Other
  intangible assets (11m). Further we have another SEK 170m invested into PPE (156m) and participations in
  associated companies (14m). The sources of funds stem from Equity and Net operating liabilities.

§ From a non-operational perspective we have SEK 2,011m invested in net cash and equivalents and SEK
  2,047m invested into surplus values from acquisitions, all funded with Equity.

                                                                                                                21
5. Appendix
RENAMING PARENT COMPANY TO “EMBRACER GROUP”

•   Before parent company
    shared name with THQ
    Nordic Vienna –                       Embracer Group AB
    confusing to the industry              Group strategy and M&A   ß 17 Sep 2019

•   Renaming to clarify group                      Karlstad
    structure and strategy
    with parent company as a
    holding company

                                Games                                   Partner Publishing

        Vienna                   Munich           Skövde                        Munich

                                                                                             23
MARKET TRENDS
Market trends favorable for publishers and owners/creators of quality content

Robust market growth                               Competition to Steam                      Cloud Gaming:                        Subscription based services:
for PC and console continues                       boosts publisher margins                  Billions of dollars up for grabs     “Netflix for games”
                                                                                                                                  Current services already generates
                   Market          Growth                                                                                         notable revenues: Msoft GamePass,
                    size          18e–21e              Publisher/developer share: +26%                                            Sony PSNow, EA Origin
                   2021e          (CAGR)
                                                               70%                                                                Established and upcoming services
   PC               $32bn            4%                                      88%                                                  needs our content
   excl. browser

   Console          $39bn            4%                                                                                           Monetizing catalogue, increase
                                                                                                                                  revenues on DLCs
                                                               30%
   Mobile           $88bn            16%                                     12%                                                  Brings new players to sequels for
                                                                                                                                  established IPs
   Total           $180bn            9%
                                                                                                                                  Even stronger with cloud gaming

Shift to digital distribution                                                                                                     Games as a Service (GaaS)
boosts publisher margins                                                                      Console or gaming PC not needed     the new normal
                                                     Steam (Valve) dominates digital          if games are stored, computed and
                                                     distribution to PC – but its 30%         rendered in the cloud                Games as a Service (GaaS)
     Digital (vs. physical):                         revenue take is at risk if new strong                                         continues to grow in importance
                                                     competitors enter                        Billions of dollars up for grabs:
                       +                                                                                                           Interact with community and
                                                     Epic Games Store will take 12%,          1. Console hardware spend headed     analyse their gaming behaviour to
     Digital gross margin:  ~95%                     leaving 88% to publisher/developer       toward content/subscriptions
     Physical gross margin: ~70%                     when it launches in 2019                                                      drive community engagement and
                                                                                              2. Market expansion (more gamers)    post-launch monetization through
                       =                             Steam lowered its take Oct 2018:         as no console required to play:      DLC and other in-game purchases,
                                                     25% on sales beyond $10m, and            lapsed gamers, mobile gamers,
     Publisher gross margin:                         20% on sales beyond $50m                 females, families                    Gives games longer life and
                                                                                                                                   engagement

Source: Newzoo, steamcommunity.com, unrealengine.com, THQ Nordic
                                                                                                                                                                      24
Name                                         Capital %   Votes %     Founder management                   Renouned institutions

OWNERSHIP
            30 June 2019
                           Lars Wingefors through companies                35.1         51.5    Co-Founder, Group CEO
                           Swedbank Robur Funds                              9.1         5.1
                           Erik Stenberg through company                     7.6        11.2    Co-Founder, Deputy Group CEO
                           Handelsbanken Funds                               6.0         3.3
                           Mikael Brodén through company                     2.6         3.8
                           AP1 Första AP-fonden                              2.3         1.3
                           Didner & Gerge Funds                              2.2         1.2
                           Olsson Family and Foundation                      2.2         1.2
                           SEB Funds                                         2.0         1.1
                           Life Insurance Skandia                            1.9         1.0
                           Avanza Pension                                    1.2         0.7
                           Klemens Kreuzer through company                   1.1         1.6    Co-Founder, CEO THQ Nordic
                           ODIN Fonder                                       1.0         0.5
                           AP2 Andra AP-fonden                               0.9         0.5
                           Martin Larsson                                    0.9         0.5
                           Capital Group                                     0.9         0.5
                           Pelle Lundborg with family through company        0.8         1.9
                           Reinhard Pollice through company                  0.8         1.0    Co-Founder, Director THQ Nordic
                           Skandia Funds                                     0.7         0.4
                           Rolf Lundström                                    0.6         0.4
                           BlackRock                                         0.6         0.3
                           RAM Rational Asset Management                     0.5         0.3
                           Inwestbergh AB                                    0.5         0.3
                           Chahine Capital                                   0.4         0.2
                           Koch Media Holding GmbH                           0.4         0.2   - Partly owned by Founder and
                           Sensor Funds                                      0.4         0.2     CEO of Koch Media/Deep Silver
                           TIN Funds                                         0.4         0.2
                           Länsförsäkringar Funds                            0.3         0.2
                           Knutsson Holdings AB                              0.3         0.2
                           Michael Knutsson                                  0.3         0.2
                           Aktia Asset Management                            0.3         0.2      Founder-managers jointly own:
                           Svenska Handelsbanken AB for PB                   0.3         0.2           45% of capital, and
                           Meme Addict AB                                    0.3         0.2              65% of votes
                           Spelfisken AB                                     0.3         0.2
                           Amyril AB                                         0.3         0.2
                           Grillus Janus Invest AB                           0.3         0.2
                           Vedtraven Finans AB                               0.3         0.2
                           Hippies With Attitude AB                          0.3         0.2
                           Long Name Holding AB                              0.3         0.2
                           Stefan Spel & Bry AB                              0.3         0.2                               Equity research coverage:
                           TOTAL TOP 40                                    86.1         92.2                 Berenberg, Carnegie, Handelsbanken, Nordea, Pareto
                                                                                                              Securities, ABG Sundal Collier (paid), Redeye (paid)
                           OTHER                                           13.9          7.8
                           TOTAL                                          100.0        100.0
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