Rational Group Acquisition Presentation

June 12, 2014

Confidential

Disclaimers and Notes

FORWARD LOOKING STATEMENTS
This presentation for Amaya Gaming Group ("Amaya") contains forward-looking statements about the proposed acquisition by Amaya of all of the equity securities of Oldford Group Limited. (Oldford Group)
Forward-looking statements are typically identified by words such as "expect", "anticipate", "believe", "foresee", "could", "estimate", "goal", "intend", "plan", "seek", "strive", "will", "may" and "should" and similar
expressions. Forward-looking statements reflect current estimates, beliefs and assumptions, which are based on Amayas perception of historical trends, current conditions and expected future developments,
as well as other factors management believes are appropriate in the circumstances. Amayas estimates, beliefs and assumptions are inherently subject to significant business, economic, competitive and other
uncertainties and contingencies regarding future events and as such, are subject to change. Amaya can give no assurance that such estimates, beliefs and assumptions will prove to be correct.
This presentation contains forward-looking statements concerning: the combined company's financial position, cash flow and growth prospects; certain strategic benefits, and operational synergies;
management of the combined company; the timing of Amayas shareholders meeting and publication of related shareholder materials; the expected completion date of the proposed transaction; and Amayas
and Oldford Groups anticipated future results. The pro forma information set forth in this presentation should not be considered to be what the actual financial position or other results of operations would have
necessarily been had Amaya and Oldford Group operated as a single combined company as, at, or for the periods stated.
Numerous risks and uncertainties could cause the combined company's actual results to differ materially from the estimates, beliefs and assumptions expressed or implied in the forward-looking statements,
including, but not limited to: failure to realize anticipated results, including revenue growth from the combined company's major initiatives; heightened competition, whether from current competitors or new
entrants to the marketplace, changes in economic conditions including the rate of inflation or deflation, changes in interest and currency exchange rates and derivative and commodity prices; failure to achieve
desired results in labour negotiations; failure to attract and retain key employees or effectively manage succession planning; damage to the reputation of brands promoted by the combined company; new, or
changes to current, gaming laws in various jurisdictions; changes in the combined company's regulatory liabilities including changes in tax laws, regulations or future assessments; new, or changes to existing,
accounting pronouncements; the risk of violations of law, breaches of the combined company's policies or unethical behaviour; the risk of material adverse effects arising as a result of litigation; and events or
series of events may cause business interruptions.
Readers are cautioned that the foregoing list of factors is not exhaustive. Other risks and uncertainties not presently known to Amaya or that Amaya presently believes are not material could also cause actual
results or events to differ materially from those expressed in its forward-looking statements. Additional information on these and other factors that could affect the operations or financial results of Amaya or the
combined company are included in reports filed by Amaya with applicable securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com).
There can be no assurance that the proposed transaction will occur or that the anticipated strategic benefits and operational synergies will be realized. The proposed transaction is subject to various regulatory
approvals, including approvals by the TSX, and the fulfilment of certain conditions, and there can be no assurance that any such approvals will be obtained and/or any such conditions will be met. The proposed
combination could be modified, restructured or terminated.
Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect Amayas expectations only as of the date of this presentation. Amaya disclaims any obligation to update or
revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
NOT A SOLICIATION OF SECURITIES
This presentation does not constitute or form part of an offer to sell or the solicitation of an offer to purchase any securities in any jurisdiction. The securities described in this presentation have not been, and will
not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws and may not be offered or sold within the United States or to, or for the account or
benefit of U.S. persons (as defined in Regulation S under the 1933 Act), absent registration or an applicable exemption from the registration requirements of such laws.CURRENCY
Unless otherwise noted, all dollar values are presented in USD. Assumes current exchange rates of USD to CAD of 1.09, EUR to USD of 1.36, GBP to USD 1.68 and SEK to USD of 0.15.
NON-IFRS MEASURES
This presentation contains the non-IFRS measures EBITDA and Adjusted EBITDA. EBITDA, as used by the Corporation, means earnings before interest and financing costs (net of interest income), income
taxes, depreciation and amortization. Adjusted EBITDA means earnings before interest and financing costs (net of interest income), income taxes, depreciation and amortization, stock-based compensation,
restructuring and other non-recurring costs, and non-controlling interests. Amaya believes these non-IFRS financial measures provide useful information to both management and investors in measuring
financial performance. This measure does not have a standard meaning prescribed by IFRS and therefore may not be comparable to similarly titled measurers presented by other publicly traded companies,
and should not be construed as an alternative to other financial measures determined in accordance with IFRS.

1
Confidential

Acquisition of Rational Group

Creates Worlds Largest Public Online Gaming Company
PokerStars and Full Tilt Poker are collectively the worlds most profitable and
powerful online gaming brands
Enormous opportunity to expand product verticals and grow revenues and profitability by
leveraging the extensive customer base, brand recognition and marketing firepower of
PokerStars and Full Tilt Poker
Acquisition anticipated to expedite the brands re-entries into the U.S. online poker market

Provides Amaya with premier online gaming platform at an attractive valuation

Significant geographical and product diversification
Anticipated to be highly accretive to earnings and to provide strong incremental free cash
flow

B2C poker platforms complement Amayas B2B casino/lottery business with minimal
overlap
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Confidential

Transaction Highlights
Amaya is acquiring 100% ownership of privately held Oldford Group Limited
(Oldford) on an all-cash basis for $4.9 billion

Oldford, through wholly owned subsidiary Rational Group Ltd. (Rational), owns and operates online
poker brands PokerStars and Full Tilt Poker, live poker tours and events, and online and TV poker
programming

Group shareholders led by Mark Scheinberg, founder and CEO, and other principals will step down
from the company upon completion of the sale

Rationals proven, experienced executive management team and staff will be retained

Poker business will be unaffected by the transaction, with players receiving uninterrupted access to
their gaming experience

Amaya will support Rationals entry into new verticals and geographies

No changes to Amayas Board of Directors related to this Transaction are anticipated

3
Confidential

Transaction Summary

$4.9 billion

transaction value

Valuation

$4.5 billion in cash at closing

$400 million of deferred cash payments, subject to adjustments

11.1x 2013 EBITDA

$1.642 billion of equity

Fully committed
financing

Payable on the earlier of July 31, 2017 or 30 months after acquisition closes

$1 billion convertible preferred shares

$642 million of Amaya common equity (including subscription receipts for common shares and an
over-allotment option for these subscription receipts)

$2.9 billion of committed debt

$2.1 billion senior secured credit facilities

$800 million second lien term loan

Balance from cash and cash equivalents

Conditions to
closing

Amaya shareholder approval for acquisition financing on July 30, 2014

Gaming regulatory approvals
TSX approval

Timing

Closing anticipated on or about the end of Q3 2014

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Confidential

Overview of Rational Group

Leading B2C poker brands with large player base

drive the largest poker business in the world

.Com Global (ex-US) Liquidity
Market Share()

Party Poker
5%
iPoker
6%

Others
18%

PokerStars
and Full
Tilt
66%

888poker
6%

PokerStars and Full Tilt Poker have a combined registered player

base of approximately 86 million players

PokerStars .com network liquidity 10X larger than next

competitor()

PokerStars and Full Tilt Poker brands are recognized for providing
high-quality player experiences, excellent customer service, and
innovative software and game innovation

PokerStars is the leader in almost every regulated market in

which it operates()

Large international presence supported by an extensive

regulatory footprint including licenses in all major regulated
markets in Europe

Platforms have dealt over 800 million tournaments and 100

billion hands combined more than any other site

Largest producer of live poker events around the world and

producer of online and televised poker programming.

Hundreds of live tournaments held annually, multiple poker tours and live events
sponsored across the globe, and live poker rooms in casinos in Macau, London and
Madrid

High global brand awareness and strong market reputation

contribute to formidable market position

(1) Source: PokerScout, Data based on 7-day average poker liquidity as at June 1, 2014. Market share pie chart based on number of players on ".com" domain and excludes ring-fenced jurisdictions

5
Confidential

Overview of Rational Group (contd.)

An intensive focus on the customer experience and development of
premium software
Premier software and operating platform with minimal unplanned
downtime
Industry-leading practices in customer service, payment security,
game integrity, player fund protection and responsible gaming
Largest marketing spend in the industry, supported by market
leading VIP programs to maintain customer loyalty

with significant embedded growth opportunities supported by robust

and scalable platform
Potential to attract new players and increase incremental revenue
from existing player base by expanding into adjacent casino, sports
betting and social gaming markets
Premium platform that can scale to support player volumes of
>600,000 simultaneous players

PokerStars holds a Guinness world record for the largest

tournament with 225,000 simultaneous participants

6
Confidential

Overview of Amaya
Leading B2B provider of technology-based
interactive, land-based and lottery gaming
solutions
Numerous licenses to supply operators and state
lotteries in U.S., Canada and Europe
Games currently deployed by multiple real money
online casinos in New Jerseys regulated iGaming
market and Europe

Support operators looking to leverage brand,

marketing and loyalty programs, and common
wallet across multiple verticals and/or land-based
and interactive gaming

7
Confidential

Complementary Product Suites

Electronic games and game systems, for licensed U.S.

tribal and commercial casinos, and global casino markets

Electronic instant ticket vending machines with video

display, for U.S., Canadian and global lotteries/gaming
agencies

Extensive library of online slots and table games, for

licensed online casino operators

Online Poker

Real money online poker industry leaders

Real money online

casino

Recently launched online casino games

Real money online

sportsbook

Expects to launch sportsbook offering in 2015

Recently launched PokerStars Play on Facebook with

ability to purchase play-money chips

Amaya

Land based
Lottery

The Rational Group

iGaming

Social gaming
Future growth opportunities

8
Confidential

Growing Online Gaming Market

Global online poker market (ex-US)
6,000

($ in millions)

5,000
4,000
3,000
2,000

3,164
1,000
0

173
2003

604
2004

1,189
2005

1,723

2,047

2006

2007

3,876

4,052

4,210

4,355

4,475

4,577

3,911

2010
2011
2012
Rest of World Poker

2013P

2014E

2015E

2016E

2017E

2018E

3,595

3,810

2,516

2008

2009

Global online betting and casino markets

40,000

36,234
33,655

35,000

($ in millions)

30,000

27,195

25,000
20,000
15,000
10,000
5,000

7,459
2,030

8,951
2,626

13,529

13,983

4,464

4,319

11,049
3,386

15,950
4,844

6,325

7,663

9,065

9,664

11,106

5,429
2003

2004

2005

2006

2007

2008

17,219

5,461

11,758

18,917
5,977

20,229
6,346

12,940

13,883

2010

2011

22,310

24,146
8,443

7,005

15,306

29,172
9,145

31,242
9,799

10,939

11,966

7,528

20,027

22,716

24,269

18,752

21,443

16,617

2013P

2014E

2015E

2016E

2017E

2018E

Note: Betting includes sports book and horse racing

Source: H2GC as of June 5, 2014

Confidential

2009
Betting

2012
Casino

Overview of Target Growth Initiatives

U.S. regulated iGaming

Real money casino

Real money sports book

Social gaming

10
Confidential

U.S. Regulated iGaming

The United States represents a $3.5 billion market opportunity
4,500

4,000
3,523
3,500

3,000

($ in millions)

2,625

1,332

2,500
832
2,000

1,500

2,191

1,000

804

1,793

224
500

15
5
10
2013P

231

279

163
68
2014E

199
80
2015E

580

US poker

Note: Represents U.S. interactive onshore gaming only

Source: H2GC as of June 5, 2014

Confidential

2016E

2017E

2018E

US casino

11

U.S. Regulated iGaming (contd.)

PokerStars and Full Tilt Poker maintain high brand awareness and players want their return

In 2011, the two brands possessed estimated 80%+ market share in the U.S.

Washington

Massachusetts

New York

Connecticut
Iowa

Pennsylvania

New Jersey

Nevada
Illinois

Delaware

Colorado
DC
California

New Jersey Primed for Rapid Entry

Amaya has transactional waivers to
supply online casinos in New Jersey
Existing Rational Group partnership
with Resorts Casino Hotel would allow
launch of online poker operations in
New Jersey within weeks if and when
regulatory approval obtained

Mississippi
Texas
Louisiana

Passed

Previously considered or actively

considering licensing

Florida

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Confidential

Real Money Online Casino

$7.5+ billion global market(1)
Many existing poker customers currently
play casino games on other sites
Single and multi-player table games
developed in-house; launched roulette
and blackjack in Q114 in select markets

Recently launched slots content and

integrating games from Amayas
extensive library to bolster offering
Full featured casino client anticipated in
2014

(1) Source: H2GC as of June 5, 2014

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Confidential

Real Money Online Sportsbook

~$17 billion online betting market(1)
Strong crossover with poker player base
provides ability to becoming leading
operator
Minimal incremental cost to launch
Full launch with mobile version targeted
for 2015

(1) Source: H2GC as of June 5, 2014

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Confidential

Social Gaming
Global social casino game market
expected to exceed $3.3bn (+26% y/y)
in 2015()

Brand awareness and large play money

player database provide unique
competitive advantages in launching a
social gaming offering
Beta social poker offering PokerStars
Play on Facebook recently launched
with shared liquidity with PokerStars.net
Recently monetized play money offering
through chip purchases
Social poker upgrades planned for
mobile offering this year

(1) Source: Eilers Research, www.socialcasinointelligence.com/social-casino-tracker-june-2014/

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Confidential

A Combined Online Gaming Powerhouse

2013A Combined Net Revenue
$1,400

$1,278

($ in millions)

$1,200
$1,000

$831

$800

$652

$600

$401

$395

$373

888

Unibet

Betsson

$400
$200

$0
PF Amaya

Bwin.party

Betfair

2013A Combined Adjusted EBITDA

$500

$474

($ in millions)

$400
$300
$200

$147

$123

$107

$107

Unibet

Betsson

$100

$76

$0
PF Amaya

Bwin.party

Betfair

Note: Please refer to Disclaimers and Notes slide for description and cautionary note on Pro Forma figures and non-IFRS measure Adjusted EBITDA, as well as currency conversion rates
Source: Company filings

Confidential

888

16

With Significant Room for Growth

Bingo
9%

Casino
and
other
35%
Sports
betting
38%

Poker
100%

Poker
5%

Poker
5%

Casino
and
other
53%

Note: Based on 2013 revenue

Source: Company filings

Confidential

Bingo
13%

Poker
18%

Sports
betting
28%

Poker
29%

Casino
and
other
58%

Casino
and
other
20%

Sports
betting
42%
Casino
and
other
67%

Sports
betting
80%

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Summary Financials
Combined Revenue

Combined EBITDA

$1,400

Combined Adjusted EBITDA

$590

$590

$1,278
$1,200

$475

$490

$474

$490

$1,048

$1,000
$390

$882

$390

$359

$1,133
$600
$976

$290

$440

($ in millions)

$800

($ in millions)

($ in millions)

$339

$290
$420

$233

$199
$190

$865

$190

$342

$332

$400

$233
$90

$200

$0

$17

$72

2011

2012

Amaya

$199

$145
($0)
2013

Oldford Group

($10)

2011
Amaya

Note: Please refer to Disclaimers and Notes slide on non-IFRS measures EBITDA and Adjusted EBITDA,
Source: Company filings

Confidential

$90

$7

$35

2012

2013

Oldford Group

$54

($10)

($0)

$18

2011

2012

Amaya

2013

Oldford Group

18

Financing Overview
($ in millions)

Sources of funds
Revolver
1st lien term loan
2nd lien term loan
Mandatory convertible (PIK)
Equity issuance
Cash
Total sources

Uses of funds
$30
2,000
800
1,000
642
238
$4,710
AYA
31/12/2013

Cash(b)

Rational
31/12/2013

$233

$25

$--$--

$--$--

2nd lien term loan

Existing Amaya debt(b)
Total debt ex-convert

$-370
$370

Mandatory convertible (PIK)

Total debt + convert

Revolver
1st lien term loan
Total 1st lien debt

2013A Adjusted EBITDA

Purchase equity(a)
Fees and expenses

$4,500
210

Total uses

$4,710

Trans.
Adj.
($238)

Pro
Forma
$20

0.0x

$30
2,000
$2,030

$30
2,000
$2,030

0.1x
4.2x
4.2x

$--$--

$800
-$2,830

$800
370
$3,200

1.7x
0.8x
6.6x

$-$370

$-$--

$1,000
$3,830

$1,000
$4,200

$52

$430

$--

$482

(1) Full purchase price is $4,900 million, with $400 million of deferred payments
(2) Assumes $238 million of balance sheet cash at time of transaction closing, including $180 million of new debt raised against Cadillac Jack entity
Source: Company filings, management accounts

Confidential

x LTM adjusted
EBITDA multiple

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