Fly Play (PLAY) Investor Presentation summary

Deal rationale and strategic fit

• Offeror aims to acquire all shares in Fly Play hf. to implement a strategic shift toward leisure and aircraft leasing markets, leveraging PLAY's strong position in Icelandic leisure travel and favorable lease agreements.

• The new model focuses on point-to-point leisure and VFR routes, exiting unprofitable transatlantic hub-and-spoke operations.

• Relocation of operations to Malta and Lithuania is intended to optimize costs and access skilled resources.

Financial terms and conditions

• Offer price is ISK 1 per PLAY share, representing a 24.2% premium over the last closing price and 18.0% over the six-month VWAP.

• Shareholders can choose cash or shares in the Offeror as consideration.

• Offeror has secured USD 7 million in financing and seeks an additional USD 13 million to complete the transaction and support operations.

• Offer is conditional on acceptance by shareholders controlling over 90% of shares and may require regulatory approvals.

Synergies and expected cost savings

• Surrendering the Icelandic AOC and transferring aircraft to Malta is expected to reduce operating costs.

• Favorable long-term lease agreements are estimated to save approximately USD 90 million compared to current market rates.

• Relocation and operational changes are projected to lower overhead and improve profitability.