An Introduction to Hyve Group plc relations...Introduction to Hyve Group plc –May 2020 Managing the portfolio Higher Event Quality & Potential Lower Growth Market tailwind Mature

An Introduction to Hyve Group plc

May 2020

Global Brands

Russia

UK

Asia

Central Asia

Eastern & Southern Europe

FY

19

/ 2

We are HyveWe are a next generation global events business creating unmissable events, where

customers from all corners of the globe share extraordinary moments and shape industry

innovation.

Our vision is to create the world’s leading portfolio of content-driven, must-attend events

delivering an outstanding experience and ROI for our customers.

Where business is personal, where meetings move markets and where today’s leaders

inspire tomorrow’s.

1,200+ colleagues

130+ events

in 14countries

1 - 50

Azerbaijan Brazil Indonesia UAEUSAUzbekistan

50 - 100

China Kazahkstan Turkey Ukraine

100+

India Russia UK

This is based on the enlarged group pro-forma FY19 revenue by region including Shoptalk and Groceryshop (acquired December2019)

£220.7mrevenue

7%like-for-like

revenue growth

£50.4mheadline profit

before tax

Mark ShashouaChief ExecutiveOfficer

Andrew BeachChief Financial Officer

* Source: UFI & Explori, Global Exhibitor Insights, November 2017 edition ** Source: UFI & Explori, Global Visitor Insights, 2018/19 edition

in 13countries

Our leadership team

Revenue by division

+14Top 10 exhibitor NPS (vs. industry

average -17)*

+28Top 10 visitor

NPS (vs. industry average +7)**

2019 financial and operational highlights

31%

25%

20%

9%

8%

8%

Advanced Technologies

Beauty & Healthcare

Build & Interiors

Connect

E-Commerce

Energy

Education

Fashion

Food & Packaging

Manufacturing Industrial Tech

Retail

Transport & Logistics

Travel & Tourism

FY

19

/ 3

Revenue by sectorRecent acquisitions

Shoptalk▪ 8,000+ attendees▪ Becomes our #1

event by revenue▪ +50 attendee NPS

Grocery shop▪ 2,200+ attendees▪ Becomes our #9

event by revenue▪ +42 attendee NPS

4.2. 3.

5. 7.6.

8. 9. 10.

Our top 10 events (based on FY19 pro-forma revenue)

1.

3%

4%

15%

6%

11%

4%

7%

7%

12%

7%

13%

7%

4%

Talk to usLinkedIn: Hyve Group plc Instagram: @hyve_group Twitter: @hyve_group Facebook: HyveEvents YouTube: Hyve Group plc

This is based on the enlarged group pro-forma FY19 revenue by region including Shoptalk and Groceryshop (acquired December2019)

› Our Senior Executive team p3

› Our business model p4

› Market overview p7

› 2017 strategic review p10

› Transformation delivered p18

› TAG financials p30

› FY19 results p39

› Appendices p46

Contents

/ 4Introduction to Hyve Group plc – May 2020

/ 5

Mark Shashoua – Chief Executive Officer

› Appointed CEO in September 2016

› Previously CEO of i2i Events Group, (events arm of

Ascential) from 2011, led the professionalisation

and diversification of the business, turning it from

double-digit CAGR decline to one of consistent

organic CAGR growth

› Second-generation and prominent figure in the international events

industry

› From 2001, he was a co-founder and Chief Executive Officer of

Expomedia Group Plc and from 2009-2011, Mark was the operating

partner of Advent International, a leading private equity fund

› One of the founding members of the Hyve group (then ITE) which

grew organically from 3 people to over 800 and 80 shows. He led the

floatation of the business in 1998 as CEO, and was a board director

until 1999.

Andrew Beach – Chief Financial Officer

› Appointed CFO in October 2016 and is Chairman of

Hyve’s Risk Committee

› Previously the Chief Financial and Operating

Officer of Ebiquity plc, spent nine years overseeing

the rapid expansion of the business to 20 offices in

14 markets, employing over 900 staff

› Prior to joining Ebiquity, he spent nine years at PwC as part of the

Entertainment and Media assurance practice where he qualified as a

Chartered Accountant (ICAEW) in 2000

› Andrew headed up the PwC UK Publishing sector knowledge network

and managed a portfolio of large media clients

Our Senior Executive Team

Introduction to Hyve Group plc – May 2020

Our business model


Connecting peopleOur business model

/ 7

EXHIBITORSuse our events to satisfy all of their marketing needs: to transact, market their brand, launch a product, educate the sector, deploy thought leadership or steer their industry.

VISITORScome to our events to

learn, experience, develop their skills,

find inspiration, meet new contacts or buy products.

Hyve Group provides market-leading , face-to-face platforms where communities can come together to achieve all of this within a high-

quality exhibition experience.


Our business model

Our revenue is generated through multiple streams

83% of our revenue is generated from exhibitors, with each exhibitor paying for floor space at an event, and many taking technical services (such as stand construction and furniture).

Usually, visitors attend for free (with a few exceptions). Some events benefit from sponsorship revenue.

We do things the Hyve way so exhibitors, visitors and sponsors choose us

MARKET-LEADING:We focus on market-leadingevents, so that we have the highest value propositionfor exhibitors and visitors

CONTENT-DRIVEN:We supply thought-provokingcontent thatattracts highquality visitorsand raises theprofile of ourevents

MUST-ATTEND:We offer the best of everything toensure we are the one event that our customers choose to put in their calendars

OUTSTANDINGCUSTOMEREXPERIENCE:We have arelentless focus on improvingevery part ofthe customerexperience and tailoring our communicationwith them

RETURN ONINVESTMENT:Our customersuccess teammakes sureexhibitors achieve their event goals so that they comeback next time

76%

7%

5%

12% Exhibitor space

Technical services

Sponsorship

Other (incl delegates & hosted meetings)

Revenue streams managed the Hyve way


Market overview


/ 10

Market overview

Overview of the events industryCompetition

› M&A consolidation in traditional event organisers

› New market entrants focussing on sectors which are being disrupted

› Online business communities and DIY meet-up platforms challenging the traditional model

› Impact of new technologies - augmented reality, facial recognition, improved analytics tools provide opportunities to increase engagement, create better products and drive better ROI and ROT for customers 184

229

234

307

369

424

456

678

1625

1976

GL Events

Deutsche Messe

Hyve

Messe Dusseldorf

Messe Munich

Comexposium

Clarion

Messe Frankfurt

Reed Exhibitions

Informa

Top 10 international organisers by organising revenues, 2018, million USD1

1 Source: Organiser’s financial reports; AMR International, Globex 2019 2 Pre acquisition of Ascential, Mining Indaba and Shoptalk/Groceryshop.

FY19 result approx. $285m

2


/ 11

Global exhibition market forecast

› Steady growth is forecast (4% CAGR to 2023), driven by stable underlying economies and consistent demand for face-to-face business interactions

› AMR International predict that face-to-face interactions enabled by exhibitions will remain a critical channel for buyers and sellers

› They further predict that alternative online channels will remain complementary, and may become sources of enhanced visitor and exhibitor experience.

Market overview

1 Market size represents the size of the 14 main geographic markets analysed by AMR International and the six SEA countries added in 2017 Excludes ‘Rest of the World’ Source: AMR International, Globex 2019

28.5 29.6 31.0 32.2 34.0 35.3

2018 2019 2020 2021 2022 2023

Overall market forecast 2018-2023, $b1

4% CAGR


2017 strategic review


/ 13

Historical context prior to TAG programme2017 strategic review

› Exhibitors demand Return on Investment

› Visitors demand Return on Time

› Greater emphasis on learning and networking within a business community

FY13 FY14 FY15 FY16

Headline operating profit Costs

Revenue decline and unsustainable margins

29%36%35%31%

£134m£136m

£175m£192m

-11%CAGR

Changing customer expectations


/ 14

Portfolio challenges prior to TAG programme

/ 14

› The portfolio had additional challenges beyond market conditions

› A number of events had underperformed the market

› There were some obvious stars to offset these challenges

Event performance vs underlying market

-100%

-90%

-80%

-70%

-60%

-50%

-40%

-30%

-20%

-10%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

-50.0 -40.0 -30.0 -20.0 -10.0 0.0 10.0 20.0 30.0 40.0 50.0

Hyve Event Space Growth (%), 2014-16 CAGR

Un

derlyin

gM

arket Gro

wth

(%), 2

01

4-1

5

Underperformingthe market

Outperforming the market



/ 15

The May 2017 Portfolio: Events Ranked by Revenue

/ 15

85%Core Events Revenue



Philosophies2017 strategic review

/ 16

Retention-led business enabled by technology

Content-led –high on relevance

Market leading events – ROI / ROT

Customer insight and data

Customer service

Strong sales and marketing performance based culture



Hyve view of the exhibitions industry

/ 17

Disrupters of Existing Shows(show formats or industry niches)

Product-led

Developed Market Regional Specialists

Emerging Markets Specialists

Global Portfolio

RegionalPlayers


Our vision


“To create the world’s leading portfolio ofcontent-driven, must-attend eventsdelivering an outstanding experience

and ROI for our customers.”



Transformation and Growth programme

Product-led Acquisitions

Managethe Portfolio

Create a Scalable Platform

Underpinned by a performance-led culture

TAG Programme


Transformation delivered



Scalable operating model created

/ 21

Invested in show operations

Built capability & talent

Built fit-for-purpose IT infrastructure & systems

Drove a performance culture

Created best practice functions & teams



Strengthened KPIs from our Top 10 TAG events

/ 22

New customer service team helps exhibitors

maximise success

Systematic lead generation drives

growth

New business (FY18-19) increased by >25%

Exhibitor NPS (FY16-19) increased from +3 to +14;

industry average is -17*

New high quality content attracts

key visitors

Visitor NPS (FY16-19)increased from +14 to +28;

industry average is +7**

* UFI & Explori, Global Exhibitor Insights, November 2017 Edition**UFI & Explori, Global Visitor Insights, 2018/19 Edition


Managing the portfolioEvent Quality & Potential Higher Lower

GrowthMarket tailwind

MatureStable, mature market

ChallengedFacing market or competitive threat

Large>£1.0m revenue

Medium£0.5m-£1.0m revenue

Small<£0.5m revenue

Non-Core

Use full suite of transformational levers

Enable sales & marketing to drive volume growth

Invest in content and shows to drive great customer experience

Scal

e

Pricing, show value and content to drive yield and retention

Manage pro-actively, solve issues across commercial, content and operations

Top priority

Mediumpriority

Lowpriority

89 less profitable

shows discontinued since start of TAG

Successful disposal of TradeLink, ECMI and

ITE Expo (Russian non-core)

Continue to review all options for less

profitable shows

Onsite re-booking, sales commissions

Core




Integration of FY18/19 acquisitions now complete

/ 24

Focus on customer proposition between events

Operational integration with Africa Oil Week

Sector expansion in GermanyGrow international events to scale in ChinaLaunch hosted buyers programme Investigate new markets over the longer term

Re-edit events and add new sectorsVisitor acquisition teams to target online and major chains

Re-edit events to improve customer experienceFocus on key accountsGrow international events to scale Launch hosted buyers programmeInvestigate new markets over the longer term

Reinvesting half of the synergies to drive future growth

Integration

Synergies

Investment plans

1

1 Moda was an existing Hyve event Introduction to Hyve Group plc – May 2020


Targeted trajectory for FY18/19 acquisitions

/ 25

Division Acquired events FY19 FY20 FY21

UK Ascential events Inherited trajectory Stabilise Grow

Global Brands Ascential events Inherited trajectory Grow Grow

Global Brands Mining Indaba Inherited trajectory Grow Grow

Investment plans


/ 26

(1) Estimated for year to 31 December 2019, although both events have been held and therefore revenue is an actual figure; unaudited based on diligenced management account information. EBITDA has been prepared by the company on the basis of Shoptalk/Groceryshop management account information and validated by PwC. EBITDA has been calculated to reflect a corporate rather than partnership structure

(2) Company-provided sales data as at December 2019(3) Analysis has assumed an exchange rate of £1 : $1. 33(4) ROIC defined as net operating profit after tax divided by total deal costs (being consideration paid, integration costs, fees, placing commissions and refinancing fees)(5) Exchange rate of £1 : $1.33 as at 13 December 2019(6) Leverage defined as net debt / trailing pro-forma EBITDA. RCF remains under negotiation

› Acquisition of Shoptalk and Groceryshop: market leading events focused on e-commerce and food / grocery segments

› Both shows in the US (Las Vegas), with opportunities for geo-cloned shows in Europe

› Established and run by the founders of Money 20/20 and the management team is well known to Hyve

› 2019E Revenue: $35.8m, CAGR 2016-2019E of 90%; EBITDA $12.2m(1)

› Strong visibility of revenues for FY20, with bookings for both Shoptalk and Groceryshop ahead of FY19(2)

› Key sponsors include Google, Facebook and Microsoft

Acquisition of two leading, high growth

events

› Product-led acquisition, consistent with the Transformation and Growth (“TAG”) programme

› Capitalising on high growth end markets

› Market leading products with strong customer satisfaction, shown through strong NPS of +50 (Shoptalk) and +42 (Groceryshop)

› Opportunity for Hyve to use best of breed model in hosted buyer and content creation

› Expected to be materially earnings enhancing in Hyve’s FY21(3) and ROIC(4) in excess of WACC within 3 years

Compelling strategic and

financial rationale

› Consideration and enterprise value of c. $145m (c. £108.8m(5)), equating to 11.9x 2019 adjusted EBITDA(1)

› Funded through the refinanced debt facility and the placing of Hyve shares (10% of existing share capital)

› Founders – Anil and Simran Aggarwal and certain vendors subscribed for $15m of Hyve shares

› Leverage(6) expected to be below 2x by FY20 financial year end

Transaction overview


FY20 acquisitions


18269

events

133events

May 2017 Closed Divested Acquired May 2020

89

65


Have delivered a strong portfolio of market-leading events

1 Launch of TAG, May 20172 Includes one new launch3 FY16 reported revenue4 FY20 market consensus pre COVID-19 impact


May 2017 May 2020

No. of events 269 133 51%

Revenue £134m3 £256m4 91%

Revenue per event £0.5m £1.9m 280%

Manage the portfolio

Product-led acquisitions

1 2


A more balanced geographical footprint

/ 28

12%

16%

14%

11%

47%

FY17 Revenue

ESE

Asia

Global Brands

Central Asia

31%

9%

8%7%

25%

20%

FY19 Proforma Revenue1

Russia

ESE

Asia

Global Brands

Central Asia

UK

Russia

1 Including Shoptalk and Groceryshop

(incl. 12% US)


Returned the business to sustainable growthTransformation delivered

/ 29

FY13 FY14 FY15 FY16 FY17 FY18 FY19

Headline operating profit Costs

Revenue and headline operating profit

29%36%35%31%

£134m£136m

£175m£192m

-11%CAGR

£153m£176m

£221m

23% 22% 25%

+18%CAGR

TAG


/ 30

MosBuild


TAG improvements since FY16

› MosBuild moved to Crocus Expo, Russia’s largest venue, from 2019

› Much improved content programme with Perfect Home, VR design lab and MosBuild TV

› Volume up >50%

› Exhibitor NPS up from -7.0 to +8.3

› Visitor NPS up from +7.0 to +26.0

FY19

FY19



Breakbulk Europe

/ 31Introduction to Hyve Group plc – December 2019

TAG improvements since FY16

› 37% more space sold

› Visitor NPS improved from +8 to +28

› Revenue per exhibitor up 55%

› Overall revenue up 67%

/ 31

FY16

FY19Introduction to Hyve Group plc – May 2020


Africa Oil Week

/ 32

FY16*

FY20

*Hyve took full ownership of AOW in May 2017, i.e. FY17**Delegate NPS figures first recorded in FY18

TAG improvements since FY17*

› Delegate NPS (FY18-19)** improved from +18 to +32

› Paid delegates (FY17-19) up 33%

› Overall revenue (FY17-19) up 40%


TAG financials


TAG financials

One-off TAG programme investment

/ 34

£20m

One-off Costs Mix

Capex Opex - ExceptionalBest Practice Infrastructure &

SystemsInvest in Show

OperationsPerformance Culture Capability & Talent

Investment by Transformation Lever

FY17 £6-7m FY18 £8-10m FY19 £4-6mPlan

FY18 £7.0m FY19 £4.2mFY20

forecast £3.8m

FY17 £5.0mActual


TAG financials

Ahead of plan on all TAG investment targets

1 Original plan delivery expected H2 FY21; revised to H1 FY21 / 35

Target Original plan Revised Status

Positive ROI FY20 FY19 Delivered early

ROI > WACC FY21 FY20 Ahead

Cash payback FY21 FY21 Ahead1


TAG financials

“Create a scalable platform” targets ahead of plan

Positive ROI

Plan Within 3 years (FY20)

Update Within 2 years (FY19)

FY17 FY18 FY19 FY20 FY21 FY22

TAG plan Update

In-year net operating profit after tax (“NOPAT”)

Positive ROI in FY 2019

1

ROI > WACC1


Update Within 3 years (FY20)

Cash Payback


Update Within 3.5 years (FY21)

2

3

1 Based on May 2017 WACC / 36Introduction to Hyve Group plc – May 2020

Industry-leading growth after years of decline

£192m

£175m

£136m £134m

£153m

£176m

£221m

£120m

£140m

£160m

£180m

£200m

£220m

£240m

FY13 FY14 FY15 FY16 FY17 FY18 FY19

Revenue

LFL growth / (decline) -10% -12% -8% +5% +11% +7%

TAG financials


Sustainable margins

31%

35%36%

29%

23%22%

25%26%

27%

20%

25%

30%

35%

40%

FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24

Operating profit margin

TAG investment period

City consensus

Reinvestment

TAG financials

/ 381 Pre COVID-19 impact

1


Net debt within guidanceTAG Financials

/ 39

1.41.3

2.0

1.9

1.4

1.0

0.5

1.0

1.5

2.0

2.5

FY16 FY17 FY18 FY19 FY20 FY21

Net debt :EBITDA

City consensus1

TAG corridor 1.5x – 2.0x

Average cash conversion

FY17-19 > 100%

1 Pre Shoptalk/Groceryshop acquisitions and pre COVID-19 impact Introduction to Hyve Group plc – May 2020

Operational delivery of TAGTAG financials

/ 40

FY19 FY16 Variance

Yield

Average yield (per SQM)1

– TAG £252 £187 +35%

Average yield (per SQM)1

– Total £225 £183 +23%

Yield growth versus inflation +3% -13% +16pp

Revenue visibility

Onsite rebook 47% 0% >100%

Forward bookings 62%2 53%3 +9pp

Sales performance

Revenue per employee £177k £95k +86%

Revenue per exhibitor4

£7.4k £6.0k +23%

1 LFL event revenue / LFL sqm (excluding AOW conference)2 For FY20 at 1 Oct 2019 3 For FY17 at 1 Oct 20164 TAG events excluding AOW conference


On track to deliver our 3-year guidance pre COVID-19

TAG financials

/ 41

FY18 FY19 FY201

Revenue growth

Margin growth

EPS growth

1 Pre COVID-19 impact Introduction to Hyve Group plc – May 2020

FY19 results(12 months to 30 September 2019)


FY19 highlightsFY19 results

/ 43

FY19 FY18

Revenue £220.7m £175.7m LFL growth 7%

Headline PBT £50.4m £35.4m LFL growth 16%

Operating profit margin 25.3% 22.0% Increase of 3.3pp

TAG costs one-off £4.2m £7.0m

Within guidanceongoing £8.0m £7.5m

Net debt £111.7m £82.7m <2x EBITDA, within guidance

Headline diluted EPS 4.9p 4.9p In line with expectations

Dividend 2.5p 2.5p Maintained at 2x EPS cover


Revenue bridgeFY19 results

/ 44

(£6.0m)

(£5.3m)(£2.3m)

£47.9m

£10.7m

£175.7m

£220.7m

FY18 Net Biennial& Timing

Acquisitions& Disposals

Launches &Cancellations

FX Impact UnderlyingTrading

FY19

£m

Ascential/ Mining Indaba

62.5

ITE Expo (Russia)/ Central Asia/Other

(14.6)

£m

TRY (1.4)

RUB (0.8)

INR (0.5)

Other 0.4

£m

Russia 6.6

AOW 1.2

Breakbulk 0.6

Other 2.3


Top 10 TAG events drove higher revenue growth

25%Top 10 TAG

Rest of portfolio

LFL growthTOTAL 7%

LFL growth Top 10 TAG13%

Average yield Top 10 TAG £309/sqm1

Average yieldTOTAL £266/sqm1

FY19 results

/ 451 Total group revenue / total group sqm (excluding AOW and Mining Indaba conferences) Introduction to Hyve Group plc – May 2020

Headline PBT bridgeFY19 results

/ 46

(£0.4m)

(£0.5m)

(£4.2m)

£15.4m

£4.7m

£35.4m

£50.4m

FY18 Net Biennial& Timing

Acquisitions& Disposals

Launches &Cancellations

FX Impact UnderlyingTrading

FY19

£m

Revenue Translational (2.3)

Cost Translational 1.5

Translational (0.8)

Transactional (B/S) (3.4)

£m

Ascential/Mining Indaba

17.6

ITE Expo (Russia) / Central Asia / Other

(2.2)


Financial summaryFY19 results

/ 47

Excellent FY20 revenue visibility

Strong LFL revenue growth; Top 10 TAG events double-digit

growth

Step change towards sustainable operating

margins

Profit growth significantly above

revenue growth


Appendices


Revenue by sectorAppendices

/ 49

28%

16%

7%9%

7%

3%

10%

8%

6%6%

FY17

15%

13%

12%

11%7%

7%

7%

7%

6%

4%4%

4% 3%

Build & Interiors

Retail

Food & Packaging

E-commerce

Education Technology

Fashion

Manufacturing Industrial Technology

Transport & Logistics

Connect

Energy

Travel & Tourism

Beauty & Healthcare

Advanced Technologies

FY19 proforma1

1 Including Shoptalk and Groceryshop Introduction to Hyve Group plc – May 2020

Top 10 events by revenueAppendices

/ 50

Event name Region

Shoptalk US

Spring Fair UK

MosBuild Russia

BETT (London) Global Brands

WorldFood Moscow Russia

Autumn Fair UK

CWIEME Berlin Global Brands

Mining Indaba Global Brands

Groceryshop US

MITT Russia

Event name Region

MosBuild Russia

WorldFood Moscow Russia

MITT Russia

Aquatherm Moscow Russia

TurkeyBuild E/S Europe

Acetech Mumbai Asia

MIOGE Russia

RosUpack Russia

YugAgro Russia

Breakbulk Europe Global Brands

45%

Top 10 Rest of portfolio

35%

Top 10 Rest of portfolio

May 2017 (launch of TAG)December 2019


Appendices

Cost analysis

/ 51

20% overheads

80%cost of

running events

Total cost base

25%fixed costs

45%semi-

variable costs*

30%variable costs

Cost base by flexibility

*Semi-variable costs include costs that over time could be flexed to changes in revenue but wouldn’t in the short term (e.g. venues with minimum contractual commitment)

35%staff

25%venue

40%other costs

Cost by type

Total costs in FY19 (excluding interest and tax, including depreciation)

£174m


Appendices

Current debt profileRefinance – December 2019

Facility£m

Committed Drawn Repayments Interest Existing Financial Covenants

Term 100 100

£17.5 November 20£17.5 November 21£20.0 November 22£22.5 November 23£22.5 December 23

LIBOR + Margin (1.90-2.90%) determined by the Leverage Ratio

› Leverage Ratio of net debt to adjusted EBITDA ≤3x› Interest Cover Ratio of EBITDA to net finance charges ≥4x› Tested every quarter from 30 June 2020

Revolver 150 150Amounts can be repaid, redrawn or rolled for periods of 1, 3, or 6 months up to maturity

Total 250 250 Maturity : December 2023

Waiver – May 2020Waiver detail› Suspends the existing financial covenant tests for all periods up to and including March 2022› Defers the November 2020 and November 2021 repayments to maturity (December 2023)

Waiver conditions› Replaces existing financial covenants with a minimum liquidity covenant: combined cash and undrawn facilities must be at least £30m or £40m (depending on the month), tested monthly› Existing financial covenants will still be reported every quarter but not tested› Interest margin increased to 3.40% but original ratchet levels still apply based on above financial covenant reporting every quarter› Insurance and disposal proceeds to be applied to any deferred repayments providing such deferred repayments are overdue from the original repayment date (maximum £35m)› Certain acquisition, disposal and dividend restrictions

Normalisation› The Group may at any time in its sole discretion nominate to revert to the original terms by reinstating the existing financial covenant testing and repayment dates, and immediately settling any deferred repayments that are overdue from

the original repayment date› All waiver conditions will be cancelled once normalisation occurs


Consensus forecast pre COVID-191

Appendices

Consensus Minimum Maximum

2020

Turnover (£m) 256.2 255.1 257.2

Headline profit before tax (£m) 61.6 61.3 62.1

Headline diluted EPS (pence) 5.5 5.4 5.5

Net debt (£m) 144.3 142.6 147.0

2021

Turnover (£m) 272.4 271.0 274.9

Headline profit before tax (£m) 69.7 68.8 71.3

Headline diluted EPS (pence) 6.1 6.0 6.3

Net debt (£m) 120.4 115.8 124.2

1 Based on analyst forecast reports to 9 March 2020 / 53Introduction to Hyve Group plc – May 2020

Shareholder structure as at 24 April 2020Appendices

/ 54

Country of Shareholder % of Total Shares No. of Shares (millions)

RWC Partners UK 12.5 102.3

BlackRock UK, USA 7.9 64.7

Brandes Investment Partners USA 7.9 64.5

Fidelity Management & Research UK, USA 7.0 56.9

Amiral Gestion France 5.6 45.8

Bestinver Asset Management Spain 5.0 40.6

Legal & General Investment Management UK 4.2 34.3

Invesco Canada 4.1 33.5

JO Hambro Capital Management UK 3.6 28.8

Franklin Templeton USA 3.2 26.1

Directors 0.3 2.8

Other institutions and individuals 38.7 315.5

Total Shares in Issue 100 815.8


FY 2017 FY 2018 FY 2019

Create ‘best practice’ functions & teams

Invest in event operations

Build a ‘fit for purpose’IT infrastructure& systems

Drive a performance culture

Build capability & talent

TAG milestonesAppendices

/ 55

Design of the ‘Hyve way’

New event content deployed

Roll out of event ‘blueprint’

Roll out of dedicated specific training programmes

Implementation of the ‘Hyve way’

Setup of Customer Success team Implementation of value-based pricing methods

Setup of dedicated Content team

Review of performance structure

Development of Sales leadership

Standardisation of Performance Management

Systems design & development Systems deployed in phased waves

Launch of integrated sales and marketing systems

1st new hardware roll out Launch of ‘one view’ back office systems

Recruitment of key organisational roles


Product-led acquisitionsAppendices

Phase 1 Quick screening

Phase 2Thorough analysis

Phase 3Due diligence

Phase 4Transaction

Objective “be effective” “identify pearls” “don’t miss risk” “fair deal”

Activity Screen maximum # of shows...... employing set ofclear criteria

Assessment of concrete potential for Hyve

Strategic / market DDFinancial DDSynergy estimate

Integration planning

Final price negotiationDeal structuring (e.g. earnout)

M&A funnel

Example Screening Criteria

Size

Distinct Customer Value Proposition

Structurally Attractive Market for Exhibitions

High Growth Underlying Market

Organic Revenue Growthand Profit Margin

International Roll Out Potential

ROIC

EPS Accretion


Source of acquisitionsAppendices

Acquisitions likely to come from the following sources:

£143m1

(of £158.6m2)= 90% of

total revenue

Non-core assets (e.g. Mining Indaba acquisition by Hyve)

Bolt-on market-leading events which

will accelerate our geo-clone strategy

(e.g. Bett Brazil acquisition by

Ascential Events1)

Owner-operated founders looking for someone to take the

business to the next level (e.g. Shoptalk acquisition

by Hyve)

/ 571 Now owned by Hyve Introduction to Hyve Group plc – May 2020

Appendices

Ascential deal strategic rationale

£143m1

(of £158.6m2)= 90% of

total revenue

£200m3

(of £213.6m)= 94% of

consensus

£147m1

(of £220.7m2)= 67% of

total revenue

£143m1

(of £230.7m)= 62% of consensus

Product-led portfolio with global and

market leading brands

Further value through synergies

Significant potential under our management

as Core events

/ 58

A more balanced portfolio for the enlarged group

Strong financial rationale; earnings enhancing in 2019


/ 59

Appendices

Mining Indaba acquisition

› Met the TAG acquisition criteria as the must-attend event in the African mining industry

› Strong strategic rationale and complementary to Africa Oil Week

› AOW and MI teams now merged to drive synergies

› Implementation of Hyve best practice will drive growth from FY20 onwards


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$35.8m

$21.7m$4.1m

$5.2m

$11.5m

$8.3m

20182016

$15.6m$27.5m

$4.6m

2017

$5.2m

2019E

$26.3m

+90%

Shoptalk

Shoptalk Europe

Groceryshop

Shoptalk revenue, 2016-2019E ($m) (Dec-YE)(1)

CAGR(2016-2019)

80% (2018-19)

74%

Shoptalk profileShoptalk

› Launched in May 2016 in the US

› Focus on the growing e-commerce segment that is disrupting the $4 trillion(3) US retail industry – creating a need for content-rich, change-focussed events

› Proven scope for geo-clones following successful proof of concept through Shoptalk Europe in 2017

Groceryshop

› Launched in October 2018 in the US

› Aimed at the $1tn(3) US food and grocery segment and its specific characteristics (fresh supply chain, regulatory, etc.)

Shoptalk focuses on developing innovative, content-led products supported by bespoke technology and workflows developed to support its Hosted Meetings.

Shoptalk has become the leading US e-commerce event and fast growing Groceryshop is already the leading grocery e-commerce event. Established and managed by Anil and Simran Aggarwal, founders of Money 20/20.

$12.2m(2)Adj. EBITDA:

Selected key sponsors/delegates:

(1) Estimated for year to 31 December 2019, although both events have been held and therefore revenue is an actual figure; unaudited based on diligenced management account information

(2) EBITDA has been prepared by the company on the basis of Shoptalk management account information and validated by PwC. EBITDA hasbeen calculated to reflect a corporate rather than partnership structure

(3) Source: Globaldata, estimated figures for 2019

Selected hosted retailers and brands:

Shoptalk and Groceryshop acquisitionsAppendices


Shoptalk US has grown to its current scale based on three revenue streams: attendee revenue, sponsorship/exhibiting and hosted meetings

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$27.5m

Attendee revenue

Sponsorship / exhibiting

Hosted meetings

2019E(2)

› c. 8,500 people attended Shoptalk 2019, of which 47% are paying attendees

› 64% were Director-level or above (mostly split across retailers, brands and tech companies)

› Attendees attracted by the strength of the content programme and networking opportunities

› Attendee NPS has increased from +30 in 2018 to +50 in 2019

› c. 615 companies sponsor / exhibit(1) at Shoptalk – main objectives are to network, generate sales & leads and showcase products

› Shoptalk takes a consultative approach to selling in order to best meet sponsors’ objectives – it is not just selling exhibition space

› Many also pay for hosted meetings and buy additional tickets for their teams to attend

› Shoptalk has developed an industry-leading hosted meetings offering, underpinned by highly automated technology

› In 2019 c. 450 companies executed c. 8,000 meetings with c. 1,500 individuals from 500 hosted retailers and brands

› Management consider hosted meetings to be an area for development at the wider Hyve group providing the potential for further revenue opportunities across the group

(1) Note: many companies do not exhibit but take a combination of hosted meetings and other sponsorship opportunities(2) Estimated for year to 31 December 2019, although both events have been held and therefore revenue is an actual figure; unaudited based on

diligenced management account information. EBITDA has been prepared by the company on the basis of Shoptalk management account information and validated by PwC. EBITDA has been calculated to reflect a corporate rather than partnership structure

Spotlight on Shoptalk USAppendices


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Hosted meetings technology Content Community Development

› Bespoke technology and workflows developed for Shoptalk to support Hosted Meetings

› Opportunity to use technology across other Hyve events

› Hyve acquired a licence as part of the consideration, in perpetuity for the software with the right to use on other events

› Content team, with deep retail industry knowledge and contacts, and original content capabilities

› Opportunity for Hyve to use best of breed model in hosted buyer and content creation

› Community Development team engages the Retailers & Brands community to support the overall proposition and feed the Hosted Meetings programme

› Opportunity for Hyve to learn to improve its key buyer acquisition capabilities

Opportunity for Hyve to use the best of Shoptalk’s model

Addition of industry-leading capabilities from Shoptalk, building on the TAG programme

Appendices


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Shoptalk has developed an industry-leading hosted meetings offering, underpinned by highly automated technology

Hosted Retailers and Brands SponsorsShoptalk Hosted Meetings Programme

› >1,500 people from c. 500 retailer and brand companies (Shoptalk)

› Each person receives a free ticket and a $750 travel stipend, in return for agreeing to up to 8 x 15 minute meetings with sponsors

› Retailers and Brands select sponsors they are interested in, to prevent mismatches (double opt-in)

› >450 companies purchase meetings (typically in blocks of 10)

› Sponsors are usually technology vendors looking for lead generation

› Sponsors select Retailers and Brands they are interested in, to prevent mismatches (double opt-in)

› c. 8,000 15-minute hosted meetings at Shoptalk 2019, in 4 x 1 hour slots

› Sponsors and retailers and Brands are matched using Shoptalk proprietary technology & workflows – this automates many challenging and labour intensive tasks

› Shoptalk provides meeting space, support & guidance, onsite logistics

Shoptalk hosted meetingsAppendices


Appendices

Shoptalk & Groceryshop help accelerate an omni-channel strategy

› Omni-channel combines face-to-face events with online content, networking and buying to provide customers with multiple touch points throughout the year

› Shoptalk Virtual launched last month with three formats: Virtual TableTalks, Conferences and Meetings

› Shoptalk TableTalkHeld over 50 events with over 200 participants from leading global consumer businessesVery positive feedback:

o “It was a great networking experience, and nice to talk to others while going through all this”o “It was great to have real conversation instead of looking at a deck with data for an hour” o “It gave great insights into how others are handling the situation”

› Shoptalk Virtual – over 10,000 people expressed interest from companies including Amazon, Best Buy, Facebook, Google, IBM, Infosys, Microsoft, Pinterest and Visa

Launched April 2020

Launch late spring

Launch later in 2020


Documents

An Introduction to Hyve Group plc relations...Introduction to Hyve Group plc –May 2020 Managing the portfolio Higher Event Quality & Potential Lower Growth Market tailwind Mature