Amaya Oldford Investor Presentation FINAL

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<ul><li><p>8/10/2019 Amaya Oldford Investor Presentation FINAL</p><p> 1/20</p><p>Confidential</p><p>Rational Group Acquisition Presentation</p><p>June 12, 2014</p></li><li><p>8/10/2019 Amaya Oldford Investor Presentation FINAL</p><p> 2/20</p><p>Confidential</p><p>Disclaimers and Notes</p><p>FORWARD LOOKING STATEMENTS</p><p>This presentation for Amaya Gaming Group ("Amaya") contains forward-looking statements about the proposed acquisition by Amaya of all of the equity securities of Oldford Group Limited . (Oldford Group)Forward-looking statements are typically identified by words such as "expect", "anticipate", "believe", "foresee", "could", "estimate", "goal", "intend", "plan", "seek", "strive", "will", "may" and "should" and similarexpressions. Forward-looking statements reflect current estimates, beliefs and assumptions, which are based on Amayas perception of historical trends, current conditions and expected future developments,as well as other factors management believes are appropriate in the circumstances. Amayas estimates, beliefs and assumptions are inherently subject to significant business, economic, competitive and otheruncertainties and contingencies regarding future events and as such, are subject to change. Amaya can give no assurance that such estimates, beliefs and assumptions will prove to be correct.</p><p>This presentation contains forward-looking statements concerning: the combined company's financial position, cash flow and growth prospects; certain strategic benefits, and operational synergies;management of the combined company; the timing of Amayas shareholders meeting and publication of related shareholder materia ls; the expected completion date of the proposed transaction; and Amayasand Oldford Groups anticipated future results. The pro forma information set forth in this presentation should not be considered to be what the actual financial position or other results of operations would havenecessarily been had Amaya and Oldford Group operated as a single combined company as, at, or for the periods stated.</p><p>Numerous risks and uncertainties could cause the combined company's actual results to differ materially from the estimates, beliefs and assumptions expressed or implied in the forward-looking statements,including, but not limited to: failure to realize anticipated results, including revenue growth from the combined company's major initiatives; heightened competition, whether from current competitors or newentrants to the marketplace, changes in economic conditions including the rate of inflation or deflation, changes in interest and currency exchange rates and derivative and commodity prices; failure to achievedesired results in labour negotiations; failure to attract and retain key employees or effectively manage succession planning; damage to the reputation of brands promoted by the combined company; new, orchanges to current, gaming laws in various jurisdictions; changes in the combined company's regulatory liabilities including changes in tax laws, regulations or future assessments; new, or changes to existing,accounting pronouncements; the risk of violations of law, breaches of the combined company's policies or unethical behaviour; the risk of material adverse effects arising as a result of litigation; and events or</p><p>series of events may cause business interruptions.</p><p>Readers are cautioned that the foregoing list of factors is not exhaustive. Other risks and uncertainties not presently known to Amaya or that Amaya presently believes are not material could also cause actualresults or events to differ materially from those expressed in its forward-looking statements. Additional information on these and other factors that could affect the operations or financial results of Amaya or thecombined company are included in reports filed by Amaya with applicable securities regulatory authorities and may be accessed through the SEDAR website (</p><p>There can be no assurance that the proposed transaction will occur or that the anticipated strategic benefits and operational synergies will be realized. The proposed transaction is subject to various regulatoryapprovals, including approvals by the TSX, and the fulfilment of certain conditions, and there can be no assurance that any such approvals will be obtained and/or any such conditions will be met. The proposedcombination could be modified, restructured or terminated.</p><p>Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect Amayas expectations only as of the date of this presentation. Amaya disclaims any obligation to update orrevise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.</p><p>NOT A SOLICIATION OF SECURITIES</p><p>This presentation does not constitute or form part of an offer to sell or the solicitation of an offer to purchase any securities in any jurisdiction. The securities described in this presentation have not been, and willnot be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws and may not be offered or sold within the United States or to, or for the account orbenefit of U.S. persons (as defined in Regulation S under the 1933 Act), absent registration or an applicable exemption from the registration requirements of such laws. CURRENCY</p><p>Unless otherwise noted, al l dollar values are presented in USD. Assumes current exchange ra tes of USD to CAD of 1.09, EUR to USD of 1.36, GBP to USD 1.68 and SEK to USD of 0.15.</p><p>NON-IFRS MEASURES</p><p>This presentation contains the non-IFRS measures EBITDA and Adjusted EBITDA. EBITDA, as used by the Corporation, means earnings before interest and financing costs (net of interest income), incometaxes, depreciation and amortization. Adjusted EBITDA means earnings before interest and financing costs (net of interest income), income taxes, depreciation and amortization, stock-based compensation,restructuring and other non-recurring costs, and non-controlling interests. Amaya believes these non-IFRS financial measures provide useful information to both management and investors in measuringfinancial performance. This measure does not have a standard meaning prescribed by IFRS and therefore may not be comparable to similarly titled measurers presented by other publicly traded companies,and should not be construed as an alternative to other financial measures determined in accordance with IFRS.</p><p>1</p></li><li><p>8/10/2019 Amaya Oldford Investor Presentation FINAL</p><p> 3/20</p><p>Confidential</p><p> PokerStars and Full Tilt Poker are collectively the worlds most profitable andpowerful online gaming brands</p><p> Enormous opportunity to expand product verticals and grow revenues and profitability byleveraging the extensive customer base, brand recognition and marketing firepower ofPokerStars and Full Tilt Poker</p><p> Acquisition anticipated to expedite the brands re-entries into the U.S. online poker market</p><p> Provides Amaya with premier online gaming platform at an attractive valuation</p><p> Significant geographical and product diversification</p><p> Anticipated to be highly accretive to earnings and to provide strong incremental free cashflow</p><p> B2C poker platforms complement Amayas B2B casino/lottery business with minimal</p><p>overlap</p><p>2</p><p>Acquisition of Rational GroupCreates Worlds Largest Public Online Gaming Company</p></li><li><p>8/10/2019 Amaya Oldford Investor Presentation FINAL</p><p> 4/20</p><p>Confidential</p><p>Transaction Highlights</p><p>3</p><p> Amaya is acquiring 100% ownership of privately held Oldford Group Limited(Oldford) on an all-cash basis for $4.9 billion</p><p> Oldford, through wholly owned subsidiary Rational Group Ltd. (Rational), owns and operates onlinepoker brands PokerStars and Full Tilt Poker, live poker tours and events, and online and TV pokerprogramming</p><p> Group shareholders led by Mark Scheinberg, founder and CEO, and other principals will step downfrom the company upon completion of the sale</p><p> Rationalsproven, experienced executive management team and staff will be retained</p><p> Poker business will be unaffected by the transaction, with players receiving uninterrupted access totheir gaming experience</p><p> Amaya will support Rationalsentry into new verticals and geographies</p><p> No changes to Amayas Board of Directors related to this Transaction are anticipated</p></li><li><p>8/10/2019 Amaya Oldford Investor Presentation FINAL</p><p> 5/20</p><p>Confidential</p><p>Transaction Summary</p><p>$4.9 billiontransaction value</p><p> $4.5 billion in cash at closing</p><p> $400 million of deferred cash payments, subject to adjustments</p><p> Payable on the earlier of July 31, 2017 or 30 months after acquisition closes</p><p>Valuation 11.1x 2013 EBITDA</p><p>Fully committedfinancing</p><p> $1.642 billion of equity</p><p> $1 billion convertible preferred shares $642 million of Amaya common equity (including subscription receipts for common shares and an</p><p>over-allotment option for these subscription receipts)</p><p> $2.9 billion of committed debt</p><p> $2.1 billion senior secured credit facilities</p><p> $800 million second lien term loan</p><p> Balance from cash and cash equivalents</p><p>Conditions toclosing</p><p> Amaya shareholder approval for acquisition financing on July 30, 2014 Gaming regulatory approvals</p><p> TSX approval</p><p>Timing Closing anticipated on or about the end of Q3 2014</p><p>4</p></li><li><p>8/10/2019 Amaya Oldford Investor Presentation FINAL</p><p> 6/20</p><p>Confidential</p><p>Overview of Rational Group</p><p> PokerStars .com network liquidity 10X larger than nextcompetitor()</p><p> PokerStars is the leader in almost every regulated market inwhich it operates()</p><p> Large international presence supported by an extensiveregulatory footprint including licenses in all major regulatedmarkets in Europe</p><p> Platforms have dealt over 800 million tournaments and 100billion hands combinedmore than any other site</p><p>drive the largest poker business in the world</p><p>5(1) Source: PokerScout, Data based on 7-day average poker liquidity as at June 1, 2014. Market share pie chart based on number of players on ".com" domain and excludes ring-fenced jurisdictions</p><p> PokerStars and Full Tilt Poker have a combined registered playerbase of approximately 86 million players</p><p> PokerStars and Full Tilt Poker brands are recognized for providinghigh-quality player experiences, excellent customer service, andinnovative software and game innovation</p><p> Largest producer of live poker events around the world andproducer of online and televised poker programming.</p><p> Hundreds of live tournaments held annually, multiple poker tours and live eventssponsored across the globe, and live poker rooms in casinos in Macau, London andMadrid</p><p> High global brand awareness and strong market reputationcontribute to formidable market position</p><p>Leading B2C poker brands with large player base</p><p>PokerStarsand Full</p><p>Tilt66%</p><p>888poker6%</p><p>iPoker</p><p>6%</p><p>Party Poker5%</p><p>Others18%</p><p>.Com Global (ex-US) LiquidityMarket Share()</p></li><li><p>8/10/2019 Amaya Oldford Investor Presentation FINAL</p><p> 7/20Confidential</p><p>Overview of Rational Group (contd.)</p><p> Potential to attract new players and increase incremental revenuefrom existing player base by expanding into adjacent casino, sports</p><p>betting and social gaming markets</p><p> Premium platform that can scale to support player volumes of&gt;600,000 simultaneous players</p><p> PokerStars holds a Guinness world record for the largesttournament with 225,000 simultaneous participants</p><p>with significant embedded growth opportunities supported by robust</p><p>and scalable platform</p><p>6</p><p> Premier software and operating platform with minimal unplanneddowntime</p><p> Industry-leading practices in customer service, payment security,game integrity, player fund protection and responsible gaming</p><p> Largest marketing spend in the industry, supported by market</p><p>leading VIP programs to maintain customer loyalty</p><p>An intensive focus on the customer experience and development of</p><p>premium software</p></li><li><p>8/10/2019 Amaya Oldford Investor Presentation FINAL</p><p> 8/20</p></li><li><p>8/10/2019 Amaya Oldford Investor Presentation FINAL</p><p> 9/20Confidential</p><p>Complementary Product Suites</p><p>8</p><p>Amaya</p><p>Land based Electronic games and game systems, for licensed U.S.tribal and commercial casinos, and global casino markets</p><p>Lottery Electronic instant ticket vending machines with video</p><p>display, for U.S., Canadian and global lotteries/gamingagencies</p><p>iGaming Extensive library of online slots and table games, for</p><p>licensed online casino operators</p><p>TheRationalGroup Online Poker Real money online poker industry leaders</p><p>Real money onlinecasino</p><p> Recently launched online casino games</p><p>Real money onlinesportsbook</p><p> Expects to launch sportsbook offering in 2015</p><p>Social gaming Recently launched PokerStars Play on Facebook with</p><p>ability to purchase play-money chips</p><p>Future growth opportunities</p></li><li><p>8/10/2019 Amaya Oldford Investor Presentation FINAL</p><p> 10/20Confidential</p><p>Growing Online Gaming Market</p><p>Note: Betting includes sports book and horse racingSource: H2GC as of June 5, 2014 9</p><p>Global online poker market (ex-US)</p><p>Global online betting and casino markets</p><p>5,429 6,325 7,6639,065 9,664 11,106</p><p>11,758 12,940 13,88315,306 16,617</p><p>18,752 20,02721,443 22,716</p><p>24,269</p><p>2,0302,626</p><p>3,3864,464 4,319</p><p>4,844 5,4615,977 6,346</p><p>7,0057,528</p><p>8,4439,145</p><p>9,799 10,939</p><p>11,966</p><p>7,4598,951</p><p>11,04913,529 13,983</p><p>15,95017,219</p><p>18,91720,229</p><p>22,31024,146</p><p>27,19529,172</p><p>31,24233,655</p><p>36,234</p><p>0</p><p>5,000</p><p>10,000</p><p>15,000</p><p>20,000</p><p>25,000</p><p>30,000</p><p>35,000</p><p>40,000</p><p>2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013P 2014E 2015E 2016E 2017E 2018E</p><p>($inmillions)</p><p>Betting Casino</p><p>173604</p><p>1,1891,723 2,047</p><p>2,516</p><p>3,1643,595 3,810 3,911 3,876</p><p>4,052 4,210 4,3554,475 4,577</p><p>0</p><p>1,000</p><p>2,000</p><p>3,000</p><p>4,000</p><p>5,000</p><p>6,000</p><p>2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013P 2014E 2015E 2016E 2017E 2018E</p><p>($inmillions)</p><p>Rest of World Poker</p></li><li><p>8/10/2019 Amaya Oldford Investor Presentation FINAL</p><p> 11/20</p></li><li><p>8/10/2019 Amaya Oldford Investor Presentation FINAL</p><p> 12/20</p></li><li><p>8/10/2019 Amaya Oldford Investor Presentation FINAL</p><p> 13/20Confidential</p><p> PokerStars and Full Tilt Poker maintain high brand awareness and players want their return</p><p> In 2011, the two brands possessed estimated 80%+ market share in the U.S.</p><p>U.S. Regulated iGaming (contd.)</p><p>12</p><p>New Jersey Primed for Rapid Entry</p><p> Amaya has transactional waivers tosupply online casinos in New Jersey</p><p> Existing Rational Group partnershipwith Resorts Casino Hotel would allowlaunch of online poker operations inNew Jersey within weeks if and whenregulatory approval obtained</p><p>Passed Previously considered or actively</p><p>considering licensing</p><p>Washington</p><p>Nevada</p><p>California</p><p>Colorado</p><p>Texas</p><p>Iowa</p><p>Illinois</p><p>Missi-</p><p>ssippi</p><p>Louisiana</p><p>New York</p><p>Pennsylvania</p><p>DC</p><p>Delaware</p><p>New Jersey</p><p>Connecticut</p><p>Massachusetts</p><p>Florida</p></li><li><p>8/10/2019 Amaya Oldford Investor Presentation FINAL</p><p> 14/20Confidential</p><p>Real Money Online Casino</p><p> $7.5+ billion global market(1)</p><p> Many existing poker customers currentlyplay casino games on other sites</p><p> Single and multi-player table games</p><p>developed in-house; launched rouletteand blackjack in Q114 in select markets</p><p> Recently launched slots content andintegrating games from Amayasextensive library to bolster offering</p><p> Full featured casino client anticipated in2014</p><p>13(1) Source: H2GC as of June 5, 2014</p></li><li><p>8/10/2019 Amaya Oldford Investor Presentation FINAL</p><p> 15/20</p></li><li><p>8/10/2019 Amaya Oldford Investor Presentation FINAL</p><p> 16/20</p></li><li><p>8/10/2...</p></li></ul>