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Azerion successfully completes its business combination with EFIC1

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Azerion successfully completes its business combination with EFIC1
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Azerion Holding B.V., a high-growth, profitable, digital entertainment and media company,  and European FinTech IPO Company 1 B.V. (“EFIC1”), a special purpose acquisition company (SPAC)  listed on Euronext Amsterdam, have successfully completed their business combination on  1 February 2022.

As part of the completion of the business combination, the legal form of the combined company has  been converted into a limited company (naamloze vennootschap) and it has been renamed Azerion  Group N.V. (“Azerion Group”). The first day of trading on Euronext Amsterdam under the new name  of Azerion Group’s shares and warrants will be on 2 February 2022 (today) under the new ticker  symbols AZRN and AZRNW, respectively.

The business combination received the support of EFIC1’s shareholders, with more than 95% of the  votes cast at EFIC1’s extraordinary general meeting held on 31 January 2022 (the “EGM”) approving  the business combination.

The completion of the business combination supports Azerion Group in its ambitions to become a global  digital entertainment and media powerhouse. The business combination furthermore provides for a  strong complementary partnership accelerating future value creation for all stakeholders through  continued investments in Azerion Group’s growth, both organically and through M&A. Azerion Group  expects this listing to create a new long-term supportive shareholder base, permit Azerion Group to  incentivise the existing and future management team and senior staff and continue to attract high calibre  individuals.

The business combination resulted in approximately €93 million of gross total primary cash proceeds,  including approximately €70 million of funds from the EFIC1 escrow account (net of negative interest  and after effectuation of the share repurchase arrangement) complemented by a sponsor and co investor commitment of €23.15 million. With the completion of the business combination, Azerion Group  received approximately €56 million of net primary cash proceeds (net of transaction costs and  expenses), which will be used to continue to pursue value-accretive acquisitions (with Azerion having  a strong acquisition track record and a broad pipeline of potential targets), and to further invest in  organic growth initiatives (such as new games and features, platform investments, etc.) as well as  general corporate purposes.

Immediately after completion of the business combination and the related restructuring steps (including  the cancellation of 31,228,299 ordinary shares that were repurchased by EFIC1 from its shareholders),  the issued share capital of Azerion Group is as follows:

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Type of security #¹

Ordinary Shares (excl. treasury) 111,483,296

Ordinary Shares in treasury² 70,078,452

Total Ordinary Shares 181,561,748

Capital Shares 22

Conditional Special Shares 1,152,886

Warrants³ 12,736,605

Please see section 6.4. “Description of Securities” in the EFIC1 Shareholders Circular dated 13 December 2021  for a description of the classes of securities of Azerion Group.

1. Excluding any conditional and unconditional option rights and Founder Warrants existing at the date of this press  release, which in aggregate entitle the holders to receive up to a maximum of 24,160,245 Ordinary Shares. 2. The Ordinary Shares in treasury can be used for acquisitions, exercise of warrants and option rights and other  general funding purposes.

3. The outstanding Warrants listed on Euronext Amsterdam at the date of this press release entitle the holders to  receive up to 12,736,605 Ordinary Shares.

Immediately after completion of the business combination, the ownership percentages of Ordinary  Shares are as follows:

Shareholder % Ordinary Shares⁴

Principion Holding B.V.⁵ 74.3%⁶

Azerion former depositary receipt holders 7.5%

Azerion former stock appreciation rights holders 4.0%⁷

Former EFIC1 converted special shares holders 5.9%

Other Shareholders 8.3%

Total 100.0%

Based on Azerion Group’s information. Actual share ownership percentages and regulatory filings and notifications  of ownership percentages may differ.

4. Excluding treasury shares as well as any conditional and unconditional option rights and Founder Warrants  existing at the date of this press release, which in aggregate entitle the holders to receive up to a maximum of  24,160,245 Ordinary Shares.

5. An entity controlled by Azerion’s co-founders and co-CEOs.

6. Including shares held for settlement of future acquisition-related earn out and other obligations. 7. Excluding shares held for settlement of future acquisition-related earn out and other obligations.

Atilla Aytekin, co-founder and co-CEO of Azerion says: “Today marks an important step for Azerion,  and we are excited to finally enter the public markets and continue to grow and advance our platform  whilst raising our profile amongst our customer and partner groups and talented workforce globally. We  are proud to achieve this important milestone, and we look forward to our next growth phase and future

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as a public company. I am grateful to the entire Azerion team for all their hard work, which has brought  us to this pivotal moment, and for the dedicated support of our partner EFIC1.”

Martin Blessing, former Chief Executive Officer of EFIC1, adds: “The journey of our SPAC EFIC1 comes  to a successful end while the exciting journey of Azerion as a listed company starts now. The whole  EFIC1 team thanks its shareholders for their support. We look forward to continuing our partnership  with Azerion over the long term and wish the company, its founders, employees and shareholders  success as they continue their impressive growth story.”

To celebrate the completion of the business combination, the management team of Azerion Group will  ring the opening bell at Euronext Amsterdam at 09.00 CET on 2 February 2022. A live stream of the  event and replay can be accessed via this link.

Advisers

Credit Suisse Bank (Europe), S.A. acted as capital markets adviser, Hogan Lovells International LLP  acted as legal adviser and ABN AMRO Bank N.V acted as financial adviser to EFIC1.

N.M. Rothschild & Sons Limited acted as financial adviser, Stibbe N.V. acted as legal adviser, and  Citigroup Global Markets Europe AG and Jefferies GmbH as capital markets advisers to Azerion.

ABN AMRO (acting in cooperation with ODDO BHF SCA), ING Bank N.V. and Pareto Securities AB  acted as co-capital markets advisers to EFIC1, and Clifford Chance LLP acted as legal adviser to the  capital markets advisers.

Liquidity Provider

As from 2 February 2022, Azerion Group will enter into a liquidity provider agreement pursuant to which ABN AMRO Bank N.V. will act as liquidity provider for the trade in listed shares of Azerion Group.

Gaming

“The Biggest Community in the World” Gathers at Gamescom

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When the grand kick-off show “gamescom Opening Night Live” begins on the evening of 20 August 2024, thousands of visitors on-site in the gamescom event arena in Cologne, Germany and millions of video game players online worldwide will once again witness the highlights of this year’s gamescom first-hand. Just how strongly games connect people across all continents will be made clear not only in the opening show, but everywhere at the world’s largest games event – which is why gamescom 2024 is taking place under the banner “The biggest community in the world”. Along with the trends being spotlighted at this year’s gamescom, this theme was presented at a press conference jointly organised by game – The German Games Industry Association and Koelnmesse.

Games are the most social medium of our time. Whether enthusiasts are playing them together or engaging in active exchange about them, computer and video games connect over 3 billion people worldwide – a number that is steadily growing. Together, players build entire worlds, put their skills to the test and overcome great dangers. Lifelong friendships take root and grow, across all borders. This makes games the best antidote to loneliness and isolation. Nowhere else do people work together as intensively, exchange ideas with such excitement or celebrate with such enthusiasm. The games community is especially open, creative and passionate, and this is nowhere more evident than at gamescom – the biggest event for “The biggest community in the world”. From esports tournaments in the event arena, to the cosplay village and old games in the retro area, to such new highlights as the cards & boards area and the artist area – everywhere at gamescom, people from all over the world celebrate game culture together. All of which demonstrates what a strong and unique community games create around the globe.

“Anyone who has ever been to gamescom themselves knows the unique feeling. You immediately recognise the joy, curiosity and passion in people’s faces. Long-standing friendships are celebrated and new friends are made – because games connect people in an incomparable way, creating the biggest community in the world. This social component of games is still overlooked far too often, yet it’s so valuable. In times when isolation has become a serious societal challenge and there’s more and more focus on what divides rather than unites us – in these times, games connect billions of people around the world every day in a special way. At gamescom this year, we therefore decided on a theme that highlights this unique community – the players of video games,” said Felix Falk, Managing Director of game – The German Games Industry Association, a co-organizer of gamescom.

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Central Europe

Gamescom 2024: Germany’s Vice Chancellor and Economic Minister Robert Habeck to Again Open World’s Largest Games Event

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Germany’s Vice Chancellor and Federal Minister for Economic Affairs and Climate Action Robert Habeck will attend the official opening of gamescom 2024. Koelnmesse and game – The German Games Industry Association announced that Germany’s cabinet member responsible for computer and video games will be present when the world’s biggest games event officially opens its doors on 21 August in Cologne. Habeck took part in the opening ceremony of gamescom last year as well, and on the following day viewed current developments and trends in the game industry during a guided tour of the event.

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Gaming

Flexion signs Top Grossing game Zombie Waves

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Flexion signs Top Grossing game Zombie Waves
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Flexion, the games marketing company has signed an agreement with Fun Formula, a global developer and publisher of cutting-edge casual games, to publish the developer’s successful game Zombie Waves on the alternative app stores.

Flexion will distribute the game on the following platforms: Amazon Appstore, Huawei AppGallery, Samsung Galaxy Store, Xiaomi GetApps, DT Hub and ONE store. Zombie Waves is expected to launch on these platforms in September 2024.

Flexion is adding an average of 10% to a game’s Google Play revenue by taking it to the alternative app stores.

“We look forward to bringing our expertise, experience and technology to build revenue and audiences for Zombie Waves and making it fly in a broad range of markets,” says Jens Lauritzson, CEO of Flexion.

Zombie Waves is a 3D shooter game set in a post-apocalyptic world overrun by zombies. Players need to master shooting, upgrade their weapons and learn survival skills to defeat the relentless undead.

Fun Formula is just the latest top developer to see the benefits of using Flexion to expand its markets. In the last 12 months alone, Flexion has partnered with King, Kabam, Vizor, Big Fish and Jam City to market games through alternative channels.

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