by The Stars Group April 23, 2018 (Revised May 3, 2018) - PowerPoint PPT Presentation

Acquisition of Sky Betting & Gaming by The Stars Group April 23, 2018 (Revised May 3, 2018)

Transaction Overview Transaction Terms  The Stars Group (“TSG”) to acquire Sky Betting & Gaming (“SBG”) for £2.6bn ($3.6bn) in cash, plus 37.9mm newly issued TSG common shares  The transaction values SBG at £3.4bn ($4.7bn) Acquisition Rationale  Ownership of best-in-class sportsbook  Unmatched global presence and scale  Enhanced product diversity and regulated markets exposure  Cost synergies and further upside via improved cross-sell  Unique advantage provided by two large, low-cost customer acquisition channels: Poker and Sports  Well-positioned to capitalize on potential US sports betting market 2

About Sky Betting & Gaming UK: : La Largest Mark rket wit ith Attractive Growth Prospects Onlin nline e and nd Mob obile ileGam amin ing in n the he UK to to Grow ow Rap apid idly ly SBG ha has Double led UK Onlin nline Gam amin ing Mar arket Shar are Sinc nce CY2 Y2014 2017-2020E Growth (CAGR) UK Online Gaming Market Share (By Revenue) 16% 18% 14 14-16% 6%³ 17% 82% Mobile Mix (FY 2017)¹ 15% 14% 12% PaddyPower Betfair 14% bet365 12% 12% 12% 12% 12% 11% 11% Ladbrokes Coral 8% 23 23 7-8% 11% 11% 8% Mobi Mo bile William Hill 9% 2x Ma Market et Share 9% 2014 to 2017 Bet: : 2.2x 2x 4% 23 23 4% Gaming Ga ng: : 1.6x 6x 4% Online ne 6% 6% 6% 5% Total al Jackpotjoy 4% 3% 0% 2014 2015 2016 2017 UK Total Gaming UK Online Gaming UK Mobile Gaming Growth Growth Growth et size 4 Market £3.0bn bn £3.6bn bn £4.3bn bn £5.1bn bn CAG AGR: : 19% 1. Financial year ended June 30, 2017 2. Total UK Gaming Market Net Revenue (excludes Lottery) 3. H2GC, Regulus Partners 3 4. Regulus Partners. Net Revenue

About Sky Betting & Gaming SBG Deliv livers Rapid Growth SBG ha has a Trac ack k Record of Revenue and nd Prof ofit it Grow owth th Net Revenue (£mm)¹ Adjusted EBITDA (£mm)² 750 240 +46% +51% 202 02 624 624 2015 to 2017 CAGR 2015 to 2017 CAGR 20 20 500 160 229 229 447 447 17 17 123 23 176 176 294 294 89 89 14 14 250 80 139 139 375 375 254 254 141 141 0 0 2015 2016 2017 2015 2016 2017 Betting Gaming Other 4 1. Year-end December 31. Other includes Oddschecker and International 2. Year-end December 31. Adjusted EBITDA is defined as net earnings before financial expenses, income taxes expense (recovery), depreciation and amortization, restructuring and certain other items

About Sky Betting & Gaming Lo Loyal Customer Base Supported by Mobile-Led Product Port rtfolio Hi Highly ly Loy Loyal l and nd Recrea eatio ional l Customer er Bas ase Tot otal Revenue Con ontrib ibuti tion on by by Chan annel l and nd Divis ivision (FY FY 20 2017 17²) Desktop  58% of SBG’s customers use SBG exclusively 18% 18%  On average Sky Bet users have 1.9 1.9 be betting acc accounts s versus the average com ompetitor of of 2.7¹ 2.7¹ 58% of SBG’s cus ustom omers s use e  84% of han £250 in the year 3 of FY FY 2017² ² customers lost less less tha SBG G exclus usivel ely  Average be bet siz size of of £7 £7-8 Mobile 82% 82% to Younger Customers 4 Str trong Bran and Pene netrati tion n Across Ages, wi with th Skew to Customers by Age (CY 2017) Other Age ge 18-34 35-54 55+ 3% 3% Gaming 38% 38% Betting 59% 59% #A #B #C #D Sou ourc rce: Regulus Partners, Kantar Betscope 1. Kantar Betscope (CY2017). Average competitor excludes SBG 2. Financial year ended June 30, 2017 5 3. Correction: Original version of this presentation stated, ‘84% of FY 2017² revenue from customers that lost less than £250 in the year’ 4. Kantar Betscope (CY2017)

About Sky Betting & Gaming Sustainability of f Growth Underpinned by Recurring Revenue Revenue From Eve very Coh ohort Of Customer Sign-ups Has Has Grown Gross Gaming Revenue 1 by Year of Customer Registration (£mm) Strong, St g, sus sustai ainable gr growth dr driven by:  High customer retention / loyalty 84%  Efficient customer acquisition engine: high returns with targeted of FY 2017 GGR from existing customers marketing spend  Growing revenue per user through data and personalisation 2011 2012 2013 2014 2015 2016 2017 <2011 2012 2013 2014 2015 2016 2017 6 1. Gross Gaming Revenue (GGR) is defined as stakes less the amount paid out to customers as winnings, plus poker rake or tournament fees charged to customers

About Sky Betting & Gaming Unique Relationship with ith Sky Plc lc 4 th Most Valuable Global Sports Brand (Sky Sports) 1 6 th Most Valuable Brand in the UK 2 26.4 mm Customers, 16.3mm in Ireland and UK 3 7 European Territories 4 £6 bn+ Annual Content Investment 25-year License with a Trusted Brand (22 Years Remaining) 1. Includes both retail and wholesale customers 2. WPP Research (CY2017) 7 3. Forbes (CY2017) 4. Sky plc European territories: UK, Ireland, Germany, Austria, Italy, Switzerland and Spain

Acquisition Rationale Online Gaming Le Leader Largest Listed Global Online Gaming Player… …with Significant Momentum… …and Best in Class Margins Online Revenues - $mm, CY2017 1 Net Revenue Growth – 2H CY2017 vs. 2H CY2016 1 EBITDA Margins - Last Reported 1 2,41 419 2,500 35% 40% 37%² 37% 32% 32% 35% 30% 1,99 998 2,000 27% 27% 1,81 818 30% 28% 28% 25% 28% 28% 1,61 615 24% 24% 25% 24% 24% 1,500 20% 20% 20% 19% 19% 20% 16% 16% 1,02 028 15% 968 68 1,000 15% 12% 12% 11% 11% 10% 552 52 10% 542 42 500 6% 6% 5% 5% 804 04 5% 5% 0 0% 0% Sou ourc rce: Company filings. GBP, EUR, AUD and SEK converted to USD using average 2017 FX rates of 1.29, 1.13, 0.77 and 0.12 1. TSG pro forma for CrownBet and William Hill Australia using full year financials. GVC and LCL pro forma combined using LTM revenue and EBITDA at H1 2017 for LCL, and H1 2017 vs. H1 2016 growth for LCL as full year 2017 financials not available. 8 Kindred shows reported ‘GWR’ including 32Red; the rest show reported ‘Revenue’ 2. Pro forma TSG + SBG EBITDA margin excludes cost synergies.

Acquisition Rationale Well ll Posit itioned in in Key Mark rkets Str trong Positio tion in n the he Le Lead adin ing Regulated and Tax axed Mar arkets ts Total Online Market GGR 1   UK $7.6bn  Fastest growing established online operator in the UK   2  Clear #3 online operator in Australia² Australia $2.6bn $2  Strong foundation in Germany with Sky Deutschland   Germany $2.5bn $2 relationship and large TSG player base    Accelerated growth in France, Spain and Italy France $1.8bn (anticipated) from shared poker liquidity regulation   Italy $1 $1.7bn  Top 2 online gaming operator in Italy with large player base and relationship with Sky Italia   Ireland $1 $1.1bn  Well positioned to capitalize on US opportunity   Spain $0.9bn $0 1. Total 2017 online market GGR (Sports, Casino, Poker, Bingo, excluding Lottery) and excludes unregulated and/or untaxed markets. EUR converted to USD using the 2017 average FX rate of 1.13. Source: H2 Gambling Capital as of April 2018 9 2. Due to recent acquisitions of CrownBet and William Hill Australia

Acquisition Rationale Revenue Opportunity Th Through Im Improved Cross-Sell TWO Lar Large Scale ale, Low Low Cos ost t Customer Acquis isit itio ion Chan annels ls whic which h Can an Be Cros oss Sold old in n Hi High Yield ldin ing Cas asin ino Prod oducts Pok oker to o Spo Sports : TSG’s poker base provides a significant 1 1 cross- selling opportunity to SBG’s leading sports products Pok oker and and Spo Sports s to Cas asino: Cross-selling a large and 2 2 2 relatively low cost per acquisition customer base into high yielding casino products Pok oker Casino Casi Spo Sports 3 Spo Sports to Pok oker: cross- sell from SBG to TSG’s leading poker 3 platform 4 TSG and SBG’s fr free-to to-play an and fr freemium products have significant customer bases which can be cross sold into RM Free-to Fr to-play and and Fr Freemium pr products s 4 products worldwide 10

Acquisition Rationale Glo lobal Growth Str trategy for r SBG Con Continue to o Grow UK K Market Share  SBG team to lead combined UK sportsbook initiatives  SBG UK technology platform to remain stand-alone to maintain momentum and continue delivering market-leading products and apps Bu Build ild Sportsbook Lea Leadership Pos osit itions in in Majo jor EU Markets  Achieve leading positions in Italy and Germany  Leverage TSG database and Sky relationships  Continue to drive growth through marketing investment Strengthen TSG’s Rest -of of-World ld Cu Customer Ecos osystem  Increase cross- sell rates and net yield by leveraging SBG’s Sports and Vegas products  Add new products such as Bingo and free-to-play games to further enhance the network effect Take e Early ly Pos osit itions in in Newly ly Reg egula lated Markets  Capitalize on potential US sportsbook opportunity by leveraging the combination of TSG’s brand strength, customer database and poker leadership with SBG’s expertise in sportsbook and media partnerships  Roll out improved Sports product in high-potential emerging markets where TSG already has a regulated poker-based presence 11