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2025 Information Memorandum – June 2025 Interest in Submitting a Voluntary Takeover Offer for all Shares in PLAY BBL 212 hf.
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v Interest in Submitting a Voluntary Takeover Offer for all Shares in Fly Play hf. Einar Örn Ólafsson, CEO of Fly Play hf. and Elías Skúli Skúlason, Vice Chairman of the board of Fly Play hf., announce their interest to submit a voluntary takeover offer (the “Offer”) for all shares in Fly Play hf. (“PLAY”), via the special purpose vehicle BBL 212 hf. (the “Offeror”) The Offeror has obtained financing in the amount of USD 7 million which is in the form of equity as well as borrowings In order to make the offer and support the continued operations and growth of PLAY, the Offeror will need to secure further financing in the amount of USD 13 million. Provided that these financing needs are secured, the Offeror will submit the voluntary takeover offer for all shares in PLAY The Offeror will offer a price of ISK 1 per share in PLAY (the “Offer Price”). Accepting shareholders will be offered a choice of payment in the form of; • Share(s) in the Offeror – being one share in the offeror per share in PLAY (“Consideration A”); or • ISK 1 per share in Cash (“Consideration B”) The Offer Price represents a premium of 24.2% above the last day’s closing price and a premium of 18.0% above the volume-adjusted average price (VWAP) Following the completion of the Offer, if submitted, the Offeror intends to seek a delisting of shares, issued by PLAY, on Nasdaq Iceland. If the shares will be delisted there will not be any public trading of the shares in PLAY and it is very likely that no active market will exist for the shares The Offeror has retained Arctica Finance hf. to act as the Offeror’s financial advisor for this process 2025 BBL 212 hf. 2 BBL 212 hf. Lithuania (Support Function) Malta Fly PLAY Europe (Airline / AOC) Iceland Fly PLAY hf. (Virtual Airline) Public to Private Post Takeover Structure 1 AOC: Air Operator Certificate Iceland Fly Play hf. (Airline / AOC 1) Lithuania (Support Function) Malta Fly Play Europe (Airline / AOC) Pre Takeover Structure
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BBL 212 hf. A World of Change Major Changes in Operations The Offeror plans to build on PLAY’s Q3 2024 shift towards leisure markets and lease operation by implementing significant operational changes Now more than ever, PLAY’s focus will be on keeping costs at an absolute minimum To support this goal, the majority of operations will be relocated to Malta and Lithuania, to optimize costs and leverage the availability of skilled resources To fully realize the benefits of the planned changes, the Offeror intends for PLAY to surrender its Icelandic Air Operator Certificate (AOC) and transfer its remaining aircraft to Malta PLAY will continue to cater to the Icelandic leisure market through its virtual airline with four aircraft, the remaining six aircraft will be leased out and operated through PLAY’s lease platform Starting in October, the Offeror intends to discontinue PLAY’s North America flights, thereby ending the Hub & Spoke portion of the network • At the same time, PLAY will reduce its offer of flights from Iceland to Northern European cities 2025 3 Same Customer Experience PLAY Iceland will continue to focus on leisure travel and plans to further expand this segment of the network The VFR (Visiting Friends and Relatives) segment in Iceland is also growing, particularly to and from Lithuania and Poland To fulfill projected needs, PLAY’s own production is expected to require four aircraft, with the possibility to scale up as demand grows, which will be leased from its sister company in Malta Icelandic passengers will not experience any changes when flying with PLAY: • Same red aircraft • Same aircraft configuration • Same Icelandic crew • Same wages • And, last but not least, the same great service New long-term collective agreements between PLAY and ÍFF (Íslenska flugstéttarfélagið) for pilots and flight attendants were approved by union members in May and June respectively, ensuring continued stability in crew operations Yet Much Remains the Same
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Turbulence Along the Way, Clearer Skies Ahead Fly PLAY
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2025 5 PLAY at a Glance Building a Reliable Low-Cost Airline for the Future BBL 212 hf. PLAY was founded in 2021 during a period of significant financial strain across the airline industry. This timing enabled PLAY to secure favourable long-term aircraft lease agreements • The airline launched operations in summer 2021 with three aircraft, expanded to six in 2022, and has operated a fleet of 10 aircraft since 2023 • As a young airline, PLAY faced early challenges from global disruptions such as the Omicron COVID-19 variant, the conflict in Ukraine, and seismic events in Iceland. Despite these setbacks, PLAY emerged more resilient and adaptable From the start, PLAY has strived to be a low-cost airline, connecting Europe and North America while offering outbound focused leisure flights from Iceland to Southern Europe • In response to operational challenges, particularly on transatlantic routes, PLAY announced a strategic shift in Q3 2024, increasing its focus on the leisure travel market at the expense of some transatlantic services • This new focus has resulted in a 17% increase in leisure capacity in Q1 2025 compared to Q1 2024 resulting in higher average yields PLAY’s updated strategy is transforming its core operations, repositioning the airline within the low-cost carrier segment. The focus is now on point-to-point routes and key leisure markets, moving away from the hub-and-spoke model
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v Internal and External Factors Internal: Booking Engine Implementation Delays in finalizing PLAY’s booking engine, combined with longer-than-expected implementation timelines at certain airports, contributed to a slower than anticipated increase in TRASK (Total Revenue per Available Seat Kilometer) External: Russia Overflight Restrictions Due to airspace restrictions, several European airlines have re-deployed capacity across the Atlantic, leading to overcapacity in the transatlantic market. Many carriers have suspended or terminated East Asia routes, facing a competitive disadvantage against Asian airlines still able to overfly Russia. This has increased pressure on transatlantic yields External: New aircraft technology The introduction of longer range narrow body aircraft, offers longer range and improved fuel efficiency which enables airlines to connect long-distance city destinations directly. This trend reduces reliance on traditional hubs like KEF and puts additional pressure on connecting traffic and overall yields External: Passenger Shift Between Cabins Post-Covid has seen increased demand for Premium classes on long-haul flights, giving legacy carriers who offer premium classes an advantage 6 Turbulence Along the Way PLAY Has Faced Numerous Setbacks From Both Internal and External Factors 1 Current spot price of JET1NECC Index (NWE CIF Cargoes) as of June 6, 2025 BBL 212 hf. 5.2 4.8 4.9 5.4 6.4 4.9 4.8 5.4 6.6 5.1 4.9 5.5 6.5 5.2 5.0 2.8 3.9 4.1 4.7 5.6 4.2 4.2 5.3 6.1 4.6 4.3 5.1 5.8 4.8 4.1 Q3 2021 Q4 2021 Q1 2022 Q2 2022 Q3 2022 Q4 2022 Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025 Quarterly Average Jet Fuel Price ($/MT) IPO - Original Forecast Official Results Although TRASK has trended correctly, it has not yet reached the predicted levels Russia invades Ukraine Volcanic eruptions commence paired with negative press Start of Gaza War First Omicron case in Iceland 1.293 $/mt 739 $/MT Spot Price1 676 $/MT 2025
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v 2025 7 4.3 4.0 3.8 4.0 3.7 4.0 FY 2022 FY 2023 FY 2024 IPO - Original Forecasts Official Results BBL 212 hf. Operational Excellence Driving Competitive CASK PLAY’s Operations and Cost Structure Have Remained on Track, Earning the Trust of Icelandic Travelers 14.2% 5.8% 11.2% 4.1% 5.6% 4.4% (8.0%) (1.7%) 5.5% 5.5% 1.1% 1.7% 6.2% 5.1% 8.7% 3.7% 7.0% 6.0% 3.8% 1.6% 0.5% (0.4%) 1.4% 8.2% Jun '23 Jul '23 Aug '23 Sep '23 Oct '23 Nov '23 Dec '23 Jan '24 Feb '24 Mar '24 Apr '24 May '24 Jun '24 Jul '24 Aug '24 Sep '24 Oct '24 Nov '24 Dec '24 Jan '25 Feb '25 Mar '25 Apr '25 May '25 1) Difference in on-time performance in percentage points compared to main competitor. Since August 2023, competitor‘s on-time performance data aggregates domestic and international flights, prior data includes international flights only 2) Aviation Awards for Excellence – CAPA 3) World's Best Low-Cost Airlines 2024 | SKYTRAX CASK ex. Fuel (USD Cents) On-time Performance vs. Main Competitor (ppts) 1 PLAY’s Strengths High Customer Satisfaction Strong customer satisfaction with PLAY’s level of service has contributed to its leading domestic market position Cost Efficiency and CASK Performance In 2024, CASK temporarily underperformed expectations as PLAY scaled down operations to facilitate its business model transition Operational Excellence On average, PLAY reports just 1.5 – 2.0 lost bags per 1,000 passengers, significantly better than the IATA (International Air Transport Association) industry standard of 7.0 per 1,000 Smooth Digital Integration The integration of PLAY’s product offering into multiple booking platforms has been successfully completed Strong Brand and Industry Recognition Awarded Best Start-Up of the Year (2022) by CAPA – Centre for Aviation2 Voted Best Low-Cost Airline in Northern Europe in both 2023 and 2024 by the World Airline Awards3 Sustainability and Community Perception PLAY secured first place for airlines in “Sjálfbærniásinn” for the second consecutive year, reflecting Icelanders’ view that PLAY has the most positive impact on the community
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v 2025 8BBL 212 hf. Strong Performance in the Leisure Market Offering Icelanders Affordable, Direct Access to Sunny Destinations 4.7% 12.9% 19.6% 19.8% 18.5% 2021 2022 2023 2024 2025 5M PLAY’s Share of Total PAX at KEF Playing to PLAY’s Strengths Most leisure passengers prioritize the lowest fares and reliable basic service, such as strong on-time performance and general services. These are areas where PLAY performs particularly well PLAY’s strong foothold in the leisure market, combined with its competitive cost structure, has discouraged many European low-cost carriers (LCCs) from entering the Icelandic leisure market or has limited their presence to a small scale Serving leisure and visiting friends and relatives (VFR) markets is the core business of most LCCs, which aligns closely with PLAY’s strengths PLAY’s Leisure Performance PLAY offers 41% of the total seats available for leisure destinations out of Iceland, the largest of any airline Increased capacity in leisure routes has led to a corresponding rise in contribution margin Performance in the leisure segment remains consistently strong PLAY maintains a highly competitive position in this market Future growth will be driven by leveraging PLAY’s established leisure network and expanding into value-enhancing products, such as travel packages and loyalty offerings Market Size and Characteristics The leisure market has experienced significant growth in recent years • PLAY has increased its leisure seat capacity nearly tenfold since 2021 In 2024, PLAY offered over 480,000 seats between Iceland and Southern Europe Seasonality is less pronounced in the leisure segment compared to the broader KEF market, where capacity varies by 51% between the high and low seasons 18.8% 28.3% 37.2% 40.8% 41.0% 2021 2022 2023 2024 2025 PLAY’s Share of Leisure Seat Capacity
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v Significant Growth Potential Leisure and VFR Markets Have Grown Significantly Faster Compared to Other Markets 2025 BBL 212 hf. 9 13.6x 14.3x 2.0x 3.6x – 2x 4x 6x 8x 10x 12x 14x 16x 18x 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Southern Europe VFR / Eastern Europe Western Europe North America Focus on Profitable Markets PLAY is shifting its core business from a Hub-and- Spoke model to a Point-to-Point model focused exclusively on the leisure and VFR (Visiting Friends and Relatives) markets While these markets are smaller, they have grown significantly faster than others in Iceland. PLAY currently offers 41% of the seat capacity to leisure destinations from Iceland • In contrast to the North American market, these segments are profitable for PLAY, and the company has developed the capability to operate them both efficiently and sustainably • Combined growth in Southern Europe and VFR markets (primarily Eastern Europe) has increased by approximately 14 times since 2012 PLAY intends to leverage its strong position on the leisure market by expanding into value enhancing products like travel packages and loyalty offerings Southern Europe Eastern Europe (VFR) Western Europe North America 2012 82.585 34.107 2.570.379 834.777 2015 207.148 45.712 3.716.530 1.513.161 2020 83.546 323.201 2.189.299 557.084 2025 1.120.327 488.574 5.254.369 3.032.091 Number of Passengers Travelling Through KEF Seat Capacity Growth in KEF Since 2012
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v Sustained Profitability in Point-to-Point Leisure The point-to-point portion of PLAY’s network, primarily flights between Iceland and Southern Europe, has been both popular and profitable since the beginning. This segment continues to deliver stable performance and strong customer demand Underperformance of the Hub-and-Spoke Network Across the Atlantic PLAY’s hub-and-spoke operations across the Atlantic have underperformed expectations, particularly in 2024. The North American market has changed significantly, with a general increase in capacity putting increased pressure on yields Pivoting Away from Unprofitable Routes PLAY is exiting unprofitable routes to focus on higher- margin operations for third-party carriers, while expanding PLAY’s profitable leisure and VFR segments 2025 10 Performance Comparison Between Networks The Leisure Network Has Consistently Outperformed the Hub-and-Spoke Network (40,000) (30,000) (20,000) (10,000) - 10,000 20,000 30,000 Q1 '22 Q2 '22 Q3 '22 Q4 '22 Q1 '23 Q2 '23 Q3 '23 Q4 '23 Q1 '24 Q2 '24 Q3 '24 Q4 '24 Q1 '25 Europe City Europe Leisure North America 1 Contribution refers to contribution after cash lease and maintenance reserves payments, total crew cost but excluding overhead BBL 212 hf. NETWORK CONTRIBUTION 2024 3 7 Aircraft operating Point-to-Point Aircraft operating Hub-and-Spoke Contribution a +24m USD -20m USD Net: +4m USD Current Business Model – Contribution to Overhead By Market Type1
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v Valuable Lease Agreements Global demand for aircraft remains high due to ongoing delivery delays and engine issues Current market lease rates are approximately USD 430,000 per month for the A320 and USD 470,000 per month for the A321 • If PLAY were to secure a similar fleet of 10 aircraft today, the total lease cost would be around USD 1.1 to 1.3 million higher per month • PLAY’s current lease agreements are valid for periods ranging from 3 years and 10 months to 9 years and 11 months • These agreements are estimated to generate total lease payment savings of approximately USD 90 million Reduced lease costs provide a solid foundation for successful lease operations under PLAY’s Maltese entity By the time the current leases expire, the aircraft will have reached an ideal age for continued lease operations: older, but still equipped with fuel-efficient engines compared to alternatives, making them highly attractive to leasing operators • PLAY will be well positioned to renew its existing lease agreements. New lessees generally require aircraft reconfiguration, which costs lessors an average of USD 3 million per aircraft. As a result, lessors generally prefer to extend agreements with the current lessee This creates a strong opportunity for PLAY to expand as a leasing-focused operator • Reliability and maintenance will remain key enablers of long-term success 2025 11 Aircraft Overview PLAY is in Possession of a Young and Highly Sought After Fleet of 10 Aircraft 4y 7m 4y 11m 4y 11m 9y 11m 3y 10m 8y 5m 8y 8m 9y 4m 9y 5m 9y 10m 7y 5m 9H-PEB TF-PLB 9H-PEA 9H-PEC TF-PPD TF-PPA TF-PPB TF-PPC TF-PPE TF-PPF Remaining lease Average BBL 212 hf. A321neo A320neo 40 USD million 50 – 52 USD million 10 – 12 USD million– = Duration Remaining on PLAY’s Lease Agreements Current Annual Market Lease for a Fleet Equivalent to PLAY’s Annual Lease Payments for PLAY’s Aircraft Fleet Net Annual Savings in Lease Payments
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Favorable Lease Agreements Founded in 2021, PLAY entered the market at a time when many airlines were financially constrained, enabling the company to secure favorable long-term lease agreements • These agreements are estimated to generate total lease payment savings of approximately USD 90 million • Current market lease rates for similar aircraft are approximately 25 to 30 percent higher than PLAY’s existing agreements 2025 BBL 212 hf. 12 Key Operational Strengths Going Forward PLAY Has Raised Over USD 140m to Date, Building the Foundation for Future Growth With the New Business Model Strong Operational Performance Despite a challenging start, PLAY has developed a clear understanding of what works operationally and what does not, resulting in a strong foundation for efficient operations • High on-time performance and strong technical dispatch reliability reflect PLAY’s operational reliability and technical capability • PLAY’s ability to secure a Maltese AOC in record time is further evidence of this operational strength and will support continued reductions in operating costs moving forward Robust Leisure Network PLAY’s point-to-point network, focused primarily on Mediterranean countries and destinations further south, has created a strong and profitable FROM and TO market • Approximately 30% of PLAY’s passengers on these routes are to Iceland, representing around 200,000 inbound travelers This network has enabled PLAY to offer 41% of the total seats available out of the Icelandic leisure travel market • Icelanders continue to choose PLAY as their preferred carrier for leisure travel
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Offerors Intentions Going Forward It’s Time to PLAY
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2025 14 PLAY’s Operation in Iceland Leveraging PLAY’s Strong Position in the Leisure Market BBL 212 hf. PLAY will operate four aircraft from Keflavík Airport, serving the leisure and Visiting Friends and Relatives (VFR) markets PLAY is committed to being an innovator in the leisure segment, expanding its network to provide Icelanders with more affordable, direct access to both popular and emerging destinations • Recent additions to the network include Antalya, Faro and Agadir • The leisure travel market has grown at an average annual rate of 18.4% over the past decade, reflecting sustained demand • PLAY aims to be the airline of choice for sun-seeking Icelanders, offering broader and more cost-effective leisure options PLAY is also expanding its focus on the VFR market, especially in Eastern Europe, which has experienced a 26.7% compound annual growth rate (CAGR) over the last 10 years Seasonal routes to select Northern European cities will complement the core network, aligned with peak demand and major events Icelandic passengers will see no change in their travel experience. PLAY will continue to operate its signature red aircraft with Icelandic crews, maintaining consistent service quality and employment conditions
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2025 15 Leasing Opportunities Through Malta PLAY’s Modern Fleet is Positioned to Capture Demand in a Constrained Market BBL 212 hf. After placing four aircraft in Iceland to serve the strong local leisure market, PLAY still has six aircraft available for deployment Global demand for modern narrowbody aircraft remains high. PLAY’s new-generation fleet is particularly attractive in the current environment, where supply remains constrained: • Airbus and Boeing have not yet returned to pre-COVID production levels, resulting in multi- year wait times for new aircraft • Ongoing reliability issues with Pratt & Whitney engines are grounding a portion of the global fleet, further tightening available capacity • PLAY’s aircraft are equipped with engines from CFM International As a result, PLAY is experiencing strong demand for its available aircraft • A 2.5-year leasing agreement has already been secured with SkyUp/JoinUp, covering four aircraft and generating an estimated annual contribution of USD 9.2 million toward overhead • Discussions are ongoing with several counterparties regarding the remaining two aircraft PLAY’s Maltese AOC enables these aircraft to be operated in a highly cost-competitive environment, further strengthening the commercial viability of its lease operations
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BBL 212 hf. 2025 16 PLAY is engaged in ongoing discussions with multiple operators regarding lease agreements, supported by its young and fuel-efficient fleet. Interest has been strong, with several parties proactively approaching PLAY as it shifts its strategic focus toward lease operations Strategic Partnership with Mid-Size International Carrier PLAY has signed a memorandum of understanding (MoU) with a mid-size international carrier, outlining a two-tier, multi-year partnership The mid-size international carrier operates scheduled and chartered passenger flights to 90 destinations across 30 countries in Europe, North Africa, the Mediterranean, and beyond, with a fleet of 70 aircraft Under the agreement, PLAY will: • Provide leasing services • Collaborate with the carrier's commercial team to launch scheduled flights in the European leisure market As part of the MoU, the carrier has also expressed interest in acquiring up to a 49% stake in Fly Play Europe Kosovo: A High-Potential New Market An opportunity has also emerged in Kosovo, where PLAY has engaged in discussions with a well-established local aviation entrepreneur and tour operator with over 30 years of experience in the market The proposed plan is to launch a virtual airline in collaboration with three of the country’s largest tour operators and PLAY. This venture would serve as the flagship carrier of Kosovo Key highlights of the opportunity: • The three partner tour operators hold a combined 54% market share at Pristina International Airport • The airport served approximately 4 million passengers in the past year, about half the size of the KEF market • Pristina is currently the fastest-growing airport in the former Yugoslav region • Kosovo benefits from a uniquely large diaspora in Germany and Switzerland, creating strong VFR demand These developments present compelling growth prospects for PLAY in the lease operation and European leisure markets Maltese AOC Opens New Doors Exciting Opportunities Going Forward
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v The potential business scenario assumes a fleet allocation of 10 aircraft, with 6 operating under leasing contracts or in partnership arrangements, and 4 servicing PLAY’s virtual airline operations • By October this year, all aircraft currently operating under the Hub-and-Spoke model will be fully transitioned to either the leisure market, lease operations, or partnership arrangements • As a precaution, the 2026 scenario assumes increased competition in the leisure segment and less favorable lease or partnership contract terms than those currently in place A fuel price of USD 850 per tonne is assumed (equivalent to USD 725 per tonne excluding fees from vendors, airports, and other third parties). • The current market price is USD 675.8 per tonne1 Estimated annual contribution: • Leisure market: USD 13.9 to 18.6m • Lease and partnerships market: USD 16.3 to 18.9m Once the new operating model is fully implemented, each aircraft will need to contribute approximately USD 2 million annually to cover PLAY’s overhead costs. Any contribution above this threshold will be considered net income • Due to lower operating costs in Malta and Lithuania, as well as a reduced scope of operations, overall overhead costs are expected to decline further 2025 17 Potential Business Scenario Shift to Leasing and Leisure Network Drives USD 58m EBT Turnaround (2024–2027) Amounts in USD millions 2024 2025E 2026E 2027E Revenue (Hub & Spoke) 195.3 111.3 - - Revenue (Leisure) 95.7 96.7 119.3 124.4 Revenue (Leasing) 1.2 43.6 89.1 92.2 Total Revenue 292.2 251.6 208.4 216,6 Cost (Hub & Spoke) (231.3) (140.5) - - Cost (Leisure) (77.1) (80.9) (105.4) (108.2) Cost (Leasing) (1.2) (24.7) (70.6) (75.9) Total Cost (309.5) (246.1) (178.2) (184,1) Contribution (Hub & Spoke) (36.0) (29.2) - - Contribution (Leisure) 18.6 15.9 13.9 16.2 Contribution (Leasing) - 18.9 16.3 16.3 Total Contribution Before Overheads (17.3) 5.5 30.2 32.5 Overhead Cost (34.3) (31.8) (21.7) (22.5) D&A of initial investments - (6.0) (5.4) (3.6) EBT (51.6) (32.3) 3.1 6.4 Cashflow (29.2) (21.7) 9.0 13.0 1 Current spot price of JET1NECC Index (NWE CIF Cargoes) as of June 6, 2025 BBL 212 hf. Scenario Assumptions
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Upon completing its strategic transition, PLAY could become an attractive acquisition target within the leasing market • The leasing segment has seen frequent consolidation, with larger players acquiring smaller operators to expand their global reach PLAY’s modern and fuel-efficient fleet positions it as a valuable asset in this market, especially as current lease agreements approach expiration • PLAY’s aircraft engines are 15–20% more fuel efficient than those of many older competitors, further increasing their appeal Given the age of the fleet and the high costs lessors face when reconfiguring aircraft for new lessees, PLAY is well positioned to renegotiate favorable lease extensions, enhancing its strategic value 2025 BBL 212 hf. 18 Potential Exit Scenarios New Strategic Direction Opens Multiple Attractive Exit and Growth Options PLAY as a Future Acquisition Target Consolidation with other ACMI operators could create a larger, more diversified platform with enhanced scale and broader market reach, accelerating expansion into new geographies and customer segments A larger combined entity would unlock fleet synergies, improve aircraft utilization, reduce overhead through economies of scale, and strengthen bargaining power with lessors and suppliers A broader brand footprint and expanded customer base would increase the platform’s attractiveness to institutional investors and strategic buyers Such a platform would be well-positioned for a future IPO or private equity exit at a premium valuation Merger and Consolidation Options
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Key Terms and Conditions Voluntary Takeover Offer
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2025 20 Key Offer Terms and Shareholders The Offeror will Offer a Price of ISK 1 Per Share 1 PLAY’s largest 20 shareholders as of May 31, 2025 BBL 212 hf. Top 20 Shareholders1 Number of Shares % Percent Birta lífeyrissjóður 195,791,322 10.35% Fea ehf. 124,945,936 6.60% Stoðir hf. 110,000,000 5.82% Leika fjárfestingar ehf. 93,596,040 4.95% IS EQUUS Hlutabréf 65,779,384 3.48% Landsbankinn hf. 64,628,671 3.42% Íslandsbanki hf,safnskráning 2 63,000,000 3.33% Gnitanes ehf. 55,555,556 2.94% Einir ehf. 55,555,556 2.94% IS Hlutabréfasjóðurinn 49,748,023 2.63% Lífsverk lífeyrissjóður 48,457,787 2.56% Pólaris ehf. 39,000,000 2.06% Lífeyrissjóður Vestmannaeyja 36,483,333 1.93% Rea ehf. 34,000,000 1.80% 1961 ehf. 33,333,333 1.76% Eignarhaldsfélagið Mata hf. 32,000,000 1.69% VÍS tryggingar hf. 31,937,974 1.69% IS Einkasafn D 31,514,661 1.67% Festa - lífeyrissjóður 27,179,064 1.44% Top 20 Shareholders Total 1,219,643,626 64.48% The Offeror will offer a price of ISK 1 per share in PLAY. Accepting shareholders will be offered a choice of payment in the form of; • Share(s) in the Offeror – being one share in the Offeror per share in PLAY; or • ISK 1 per share in Cash • The offer, if submitted, will not be subject to financing The offer will be subject to conditions, as authorised under the Takeover Act • The Offeror will condition the offer on inter alia shareholders controlling more than 90% of shares and votes in Play accepting the offer. If this condition is fulfilled the Offeror intends to effect a mandatory buy-out of remaining shareholders (if any) • In addition the offer may be subject to regulatory approvals Following completion of this Offer, if submitted, the Offeror intends to seek a delisting of shares, issued by PLAY, on Nasdaq Iceland. If the shares will be delisted there will not be any public trading of the shares in PLAY and it is very likely that no active market will exist for the shares
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v ISK million 2025 21 Offer Price Offer Price 24.2% above the last day’s closing price1 and 18.0% above volume- adjusted average price (VWAP)2 0 10 20 30 40 50 60 70 80 90 0.4 kr 0.5 kr 0.6 kr 0.7 kr 0.8 kr 0.9 kr 1.0 kr 1.1 kr 1.2 kr 1.3 kr Dec 24 Jan 25 Feb 25 Mar 25 Apr 25 May 25 Jun 25 Volume Traded in Millions Volume Traded (R-axis) Stock Price (L-axis) Offer Price (L-axis) 1 PLAY‘s closing price as of June 10, 2025 2 Six month volume-adjusted average price (VWAP) BBL 212 hf. 1,523 1,892 Current Market Cap Takeover Offer 24.2% Market Cap
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2025 22 Sources & Uses Post Offer The Offeror has obtained financing in the amount of USD 7 million which is in the form of equity as well as borrowings In order to make the offer and support the continued operations and growth of PLAY, the Offeror will need to secure further financing in the amount of USD 13 million. Provided that these financing needs are secured, the Offeror will submit the voluntary takeover offer for all shares in PLAY • Shareholders accepting the Offer in the form of shares in the Offeror, together with other selected investors, will be invited to participate in the upcoming share offering1 The total raised funds will be allocated as follows: • Cash buyout for shareholders of PLAY who wish to exit their investment as part of the Offer • Working capital support, primarily to offset the expected reduction in working capital resulting from decreased own production by PLAY. While this reduction is partially compensated by advance payments from lease operations, it does not fully cover the working capital impact • Settlement of prior obligations: PLAY has during Q2 2025, recognized a USD 6 million provision related to obligations originating from earlier periods. Approximately half of these obligations are expected to be settled over the next twelve months BBL 212 hf. 1 The offering of the shares will solely be made to fewer than 150 natural or legal persons (other than professional clients or eligible counterparties) and/or the minimum total consideration payable by each subscriber is not less than the ISK equivalent of EUR 100,000 or in any other circumstances falling within article 1 paragraph 4 of Regulation (EU) 2017/1129
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Disclaimer This Presentation has been prepared by Arctica Finance hf. (“Arctica”) and is being furnished for the sole purpose of assisti ng the recipient in evaluating the subject matter hereof and deciding whether to proceed with further analysis thereof. This Presentation is for informational purposes only and shall not be construed as an offer or solicitation for the subscription or purchase or sale of any securities or financial instruments, or as an invitation, inducement or intermediation for the sale, subscription or purchase of securities or financial instruments, or form the basis of any decisi on to finance any transactions, or for engaging in any other transaction. The information set out in this Presentation has not been verified by Arctica or its employees, board members and parties oth erwise connected to Arctica, (the “Related Parties”) or Arctica’s clients or any other person and may be subject to updates, completion, revision and amendment resulting in material changes to the contents of this Presentation. No represe ntation or warranty, express or implied, is or will be made by Arctica or its Related Parties as to the accuracy, completeness or fairness of the information or opinions contained in this Presentation and any reliance any party places on t hem will be at its own sole risk. In furnishing this Presentation, Arctica and its Related Parties undertake no obligation to provide any party with access to any additional information or to update this Presentation or to correct any in accuracies therein which may become apparent. There is no representation, warranty or other assurance that any of the projections which may be in the Presentation will be realised. The recipient should conduct its own investigation and analysis of the information and data described herein. Any statement contained in this Presentation that refers to an estimated or anticipated future results or future activities are forward-looking statements which reflect current analysis of existing trends, information and plans. Forward-looking statements are subject to several risks and uncertainties that could cause actual results to differ materially a nd could adversely affect the outcome and financial effects of the plans and events described herein. As a result, these statements are not guarantees of future performance and all parties are cautioned not to place undue reliance on them. This Presentation and its contents are confidential and may not be further distributed, published or reproduced, in whole or in part, by any medium or in any form for any purpose, without the express written consent of Arctica. The distribution of this Presentation, or any of the information contained in it, in other jurisdictions than Iceland, may be res tricted by law, and persons who receive it by any means should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the laws of any such other jurisdictions. Arctica acts as financial adviser only to persons which Arctica has a written agreement with and no-one else. Arctica will not be responsible to anyone other than Arctica’s clients (whether a recipient of this Presentation or not) for providing advice or the protections offered to clients of Arctica, including determining whether a product or service is suit able or appropriate for clients. Information and data in the Presentation is not tailored to anyone, such as with regard to financial situation, investment plans or other special needs. Neither Arctica nor its Related Parties accept any li ability whatsoever for any loss howsoever arising, directly or indirectly, from use of or reliance on this Presentation or its contents or otherwise arising in connection therewith. Any recipient of this Presentation is encouraged to seek its own financial advice, as well as familiarizing itself with various investment opportunities on offer, risks associated with possible investments and other issues relating directly to the recipient, e.g. legal or tax issues. This Presentation shall neither be construed as investment advice or investment research, as per laws or regulations, nor as a specialist report. This Presentation was independently prepared by Arctica and in accordance with Arctica’s internal rules. All the same, it cannot be ruled out that Arctica or its related parties may have interests relating to the subject matter of this Presentation. 23BBL 212 hf.
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2025BBL 212 hf.