INVESTOR PRESENTATION New York Toy Fair February 20, 2018 - PowerPoint PPT Presentation

INVESTOR PRESENTATION New York Toy Fair February 20, 2018

DISCLAIMER FORWARD-LOOKING INFORMATION Certain statements, other than statements of historical fact, contained in this presentation constitute "forward-looking information" within the meaning of certain securities laws, including the Securities Act(Ontario), and are based on expectations, estimates and projections as of the date on which the statements are made in this presentation. The words "plans", "expects", "projected", "estimated", "forecasts", "anticipates", "indicative", "intend", "guidance", "outlook", "potential", "prospects", "seek", "strategy", "targets" or "believes", or variations of such words and phrases or statements that certain future conditions, actions, events or results "will", "may", "could", "would", "should", "might" or "can", or negative versions thereof, "be taken", "occur", "continue" or "be achieved", and other similar expressions, identify statements containing forward-looking information. Statements of forward-looking information in this presentation include, without limitation, statements with respect to: the launching of new products, brands and entertainment properties; the Company's operating momentum, financial position, cash flows and financial performance; the Company's future growth, drivers for such growth, and the successful execution of its strategies for growth; and the seasonality of Gross Product Sales and forecasted organic Gross Product Sales and Adjusted EBITDA Margins. Forward-looking statements are necessarily based upon management's perceptions of historical trends, current conditions and expected future developments, as well as a number of specific factors and assumptions that, while considered reasonable by management as of the date on which the statements are made in this presentation, are inherently subject to significant business, economic and competitive uncertainties and contingencies which could result in the forward-looking statements ultimately being incorrect. In addition to any factors and assumptions set forth above in this presentation, the material factors and assumptions used to develop the forward-looking information include, but are not limited to: the ability of the Company to maintain its distribution capabilities; the Company's ability to continue to build and maintain strong, collaborative relationships; the Company's status as a preferred collaborator; the culture and business structure of the Company will support its growth; the ability to expand the Company's portfolio of owned branded intellectual property and successfully license it to third parties; the expanded use of advanced technology and robotics in the Company's products; the increased access of entertainment content on mobile platforms; fragmentation of the market creates acquisition opportunities; maintenance of the Company's relationships with its employees; and the continued involvement of the Company's founders and that the risk factors noted below, collectively, do not have a material impact on the Company. By its nature, forward-looking information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. Known and unknown risk factors, many of which are beyond the control of the Company, could cause actual results to differ materially from the forward-looking information in this presentation. Such risks and uncertainties include, without limitation, the factors discussed under "Risk Factors" in the Company's public filings. These risk factors are not intended to represent a complete list of the factors that could affect the Company and investors are cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are provided for the purpose of providing information about management's expectations and plans relating to the future. The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law. NON-IFRS MEASURES In addition to using financial measures prescribed by IFRS, references are made in this presentation to ‘‘Adjusted EBITDA’’, ‘‘Adjusted Net Income’’, ‘‘EBITDA’’, ‘‘Free Cash Flow’’, ‘‘Gross Product Sales’’, ‘‘Sales Allowances’’ and ‘‘Total Gross Sales’’, which are non-IFRS financial measures. Non-IFRS financial measures do not have any standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other issuers. For further details on these non-IFRS financial measures, see “Non-IFRS Financial Measures” in the Company’s public filings. CERTAIN OTHER MATTERS Any graphs, tables or other information demonstrating the historical performance of the Company or any other entity contained in this presentation are intended only to illustrate past performance of such entities and are not necessarily indicative of future performance of the Company or such entities. All financial disclosure in this presentation is in U.S. dollars, unless otherwise noted. Capitalized terms and abbreviations not otherwise defined herein have the meaning assigned to them in the Company’s public filings. 2 SPIN MASTER CORP.

MANAGEMENT TEAM EXECUTIVE OFFICERS ( From Left to Right ) RONNEN HARARY Co-Chief Executive Officer ANTON RABIE Co-Chief Executive Officer ADAM BEDER Executive Vice President of Global Licensing & Business Affairs MARK SEGAL Executive Vice President & Chief Financial Officer CHRISTOPHER BEARDALL Executive Vice President of Global Sales BEN GADBOIS Global President & Chief Operating Officer BEN VARADI Executive Vice President & Chief Creative Officer BILL HESS Executive Vice President of Operations & Chief Information Officer CHRISTOPHER HARRS Executive Vice President & General Counsel, Corporate Secretary NANCY ZWIERS Executive Vice President & Chief Marketing Officer 3 SPIN MASTER CORP.

INVESTMENT HIGHLIGHTS Leading global children’s Globally collaborative business entertainment company with model underpins performance significant scale and reach record Diversified portfolio of innovative Strong financial performance toys, games, products, brands and operating leverage driving and entertainment properties attractive earnings growth A proven and growing global Experienced and entrepreneurial entertainment property pipeline management team 4 SPIN MASTER CORP.

WHO WE ARE Q3 2017 LTM Gross Product Sales by Business Segment Leading Children’s Entertainment Company • Spin Master creates, designs, Remote Control and Interactive Characters manufactures and markets a Boys Action and High-tech diverse portfolio of innovative Construction products, brands and Activities, Games, Puzzles and Fun Furniture entertainment properties Pre-school and Girls • Recognized as the market Outdoor leader in innovation • Q3 2017 LTM Gross Product Sales of US$1,549 million • 2013 – 2016 Gross Product Sales CAGR of 29.6% • Q3 2017 LTM Adjusted EBITDA of US$268 million • 25 global offices and sales in over 60 countries 5 SPIN MASTER CORP.

GLOBAL REACH Spin Master’s global scale is a valuable asset 1 Manufacturing Facility throughout the entire development cycle 2 Shared Service Center 6 SPIN MASTER CORP.

GLOBAL TOY INDUSTRY Global Traditional Toys Global Traditional Toys and Games Sales by Region (1) Key Regions (1) and Games Market Sales (1) (% of 2017 Global Toy Sales) (2014 to 2017 CAGR %) (US$ billions) Middle East and Africa 12% Eastern Europe 9% Latin America 9% Asia Pacific 6% North America 4% U.S. Key Categories (2) (2014 to 2017 CAGR %) Games & Puzzles 13% 2017 Industry Growth Rates (2) Dolls 8% Mexico: 12% Canada: 3% Netherlands: 3% Spain: 2% Plush 7% Germany/Italy: Flat US: 1% Outdoor & Sports 5% UK/Australia: -2-3% France: -1% Large and growing 70% of global sales outside Many regions/segments North America growing faster than industry industry (1) Source: Euromonitor International; data provided in current (nominal) terms to include inflation, US$ 2016 exchange rates (2) Source: The NPD Group / Retail Tracking Service 7 SPIN MASTER CORP.

EVOLVING PLAY PATTERNS Properties/brands are increasingly Children’s play extending across and entertainment multiple platforms platforms are and geographies converging Technology advancements are enabling the cost- effective Smart devices commercialization are becoming of next generation ubiquitous toys We want to be where kids are 8 SPIN MASTER CORP.