Pegasus Entrepreneurial Acquisition Europe B : Prospectus Summary

PROSPECTUS SUMMARY

Section A - Introduction and warnings

This summary should be read as an introduction to the prospectus (the "Prospectus"). Any decision to invest in the securities of FL Entertainment N.V. (the "Company") should be based on a consideration of the Prospectus as a whole by the investor. An investor could lose all or part of the invested capital. Where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might, under national law, have to bear the costs of translating the Prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only where the summary is misleading, inaccurate or inconsistent, when read together with the other parts of the Prospectus, or where it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in such securities.

The Prospectus has been prepared in connection with the admission to listing and trading of all ordinary shares in the issued share capital of the Company with a nominal value of €0.01 each (the "Ordinary Shares") and all public warrants (the "Warrants") and a holder of one or more Warrant(s), a "Warrant Holder"). The Company is listing 408,982,609 Ordinary Shares and 13,916,660 Warrants on Euronext in Amsterdam (the "Listing").

The Ordinary Shares and Warrants have been issued by the Company, and its legal and commercial name at the date of the Prospectus is FL Entertainment N.V. and its LEI is 894500G73K46H93RF180. Trading, to the extent applicable on an "as-if-and-when-issued/delivered" basis, in the Ordinary Shares on Euronext in Amsterdam, a regulated market of Euronext Amsterdam N.V. ("Euronext Amsterdam"), is expected to commence on or around 1 July 2022 (the "First Trading Date").

The international securities identification number ("ISIN") of the Ordinary Shares is NL0015000X07 and the ISIN of the Warrants is NL0015000H56. The Prospectus has been approved by the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) (the "AFM"), as competent authority under Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (including any amendments and relevant delegated regulations) (the "Prospectus Regulation"). The AFM's address is Vijzelgracht 50, 1017 HS Amsterdam, the Netherlands. Its telephone number is +31 (0)20 797 2000 and its website is www.afm.nl. The AFM approved the Prospectus on 1 July 2022.

Section B - Key Information on the Issuer

Who is the issuer of the securities?

Domicile and legal form The Company's legal and commercial name is FL Entertainment N.V. as of the date of the Prospectus. On 10 March 2022, the Company was incorporated as a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) under the laws of the Netherlands. At 00:00 Central European Summer Time ("CEST") on 1 July 2022, the Company converted into a public limited liability company (naamloze vennootschap) under the laws of the Netherlands and its name was changed to FL Entertainment N.V. The issuer of the Ordinary Shares and the Warrants is the Company, incorporated and domiciled in the Netherlands and operating under the laws of the Netherlands, having its statutory seat in Amsterdam, the Netherlands. The Company is domiciled in France and has its business address at 5, rue François 1er, 75008 Paris, France. The Company's telephone number is +33 1 44 95 23 00 and its website is www.fl-entertainment.com. The Company is registered with the Dutch Chamber of Commerce (Kamer van Koophandel) under number 85742422 and registered under number 913 167 227 R.C.S. Paris and its LEI is 894500G73K46H93RF180.

Principal activities. The Company together with its subsidiaries (together, the "Group") is a global group, operating across a variety of platforms and geographies. The Group's business is divided between the content production and distribution business (of which the revenues represented approximately 78.8% of the total revenues of the Group for the year ended 31 December 2021) and the online sports betting and gaming business (of which the revenues represented approximately 21.1% of the total revenues of the Group for the year ended 31 December 2021). The Group operates its business associated with content production & distribution through Banijay Group Holding SAS, a French joint stock company (société par actions simplifiée) duly organised and existing under the laws of France, having its business address at 5 rue François 1er, 75008 Paris, France, registered under number 829 295 138 R.C.S. PARIS together with its subsidiaries (the "Banijay Group") and its business associated with online sports betting and gaming through Betclic Everest Group SAS, a French joint stock company (société par actions simplifiée) duly organised and existing under the laws of France, having its business address at 5 rue François 1er, 75008 Paris, France, registered under number 501 420 939 R.C.S Paris ("Betclic") together with its subsidiaries (the "Betclic Everest Group") and together with its subsidiaries but excluding Bet-at-home AG (''Bet-at-home'') (the "Betclic Group").

The Banijay Group is the world's leading independent producer and distributor of television programmes based on revenue for the year ended 31 December 2021. The Banijay Group creates, develops, sells, produces and distributes television formats and programmes, and digital content for a wide range of customers. The Banijay Group operates over 120 production companies, across 22 countries. The Banijay Group has a multi-genre catalogue boasting over 130,000 hours of original standout programming. It produces both scripted and non-scripted content across all genres, including reality shows, entertainment and talk shows, game shows, factual entertainment, documentary, drama and comedy. The

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Banijay Group has produced successful long-running programmes such as Survivor, Temptation Island, Peaky Blinders, Big Brother and MasterChef.

The Company believes that the Betclic Everest Group is the fastest growing online sports gaming platform in Europe in terms of revenue growth. The Betclic Everest Group aims to offer the most entertaining gaming experience on the market thanks to easy-to-use, interactive and innovative mobile apps. In its online sports betting offering, customers can find betting offers on more than 50 sports. The Betclic Everest Group's online gaming offering comprises casino, poker, games and virtual sports. Furthermore, Betclic has a controlling interest of 53.9% in Bet-at-home, an online gaming and sports betting company listed on the Frankfurt Stock Exchange that operates independently.

Business Combination. On 10 December 2021 Pegasus Entrepreneurial Acquisition Company Europe B.V. ("Pegasus Entrepreneurs"), a special purpose acquisition company which was incorporated under the laws of the Netherlands as a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) for the purpose of entering into a business combination with an operating business in Europe, listed on Euronext Amsterdam. Pegasus Entrepreneurs was established by Pegasus Acquisition Partners Holding B.V. ("Pegasus Acquisition Partners Holding") which is jointly controlled by Pierre Cuilleret, Diego De Giorgi and Jean Pierre Mustier; Tikehau Capital SCA (a French partnership limited by shares that is listed on Euronext Paris) through a subsidiary (together with Tikehau Capital SCA herein referred to as "Tikehau Capital"); Financière Agache SA through a subsidiary (together with Financière Agache SA herein referred to as "Financière Agache"); Diego De Giorgi; and Jean Pierre Mustier as sponsors (hereinafter together referred to as the "Sponsors").

On 10 May 2022, Pegasus Entrepreneurs, the Company and Financière Lov SAS ("Financière Lov") entered into a business combination agreement and on 22 June 2022 the same parties entered into an amendment and waiver to the business combination agreement (the amended business combination agreement is hereinafter referred to asthe "Business Combination Agreement") relating to a business combination between Pegasus Entrepreneurs and the Company (the "Business Combination"). Pursuant to the Business Combination Agreement, Pegasus Entrepreneurs entered into a notarial deed of merger (the "Deed of Merger") with the Company on 30 June 2022 (the "Business Combination Date"). The merger between Pegasus Entrepreneurs and the Company became effective as from 00:00 on 1 July 2022 and Pegasus Entrepreneurs was the disappearing entity (the "Merger"). As a result of the Merger becoming effective, Pegasus Entrepreneurs' shareholders received Ordinary Shares, Warrants, founder shares in the Company's capital with a nominal value of € 0.01 per share ("Founder Shares") and Founder Warrants (as defined below) in proportion to their original shareholdings and warrant holdings in Pegasus Entrepreneurs and thereby became shareholders of the Company.

The Company also entered into subscription agreements with certain investors in a private investment in public equity transaction (the "PIPE Financing") in the aggregate amount of €229,230,000. In return for their investment, these investors will receive a total of 22,923,000 newly issued Ordinary Shares on 5 July 2022 (the "Settlement Date").

Following a forward purchase agreement entered into by Pegasus Entrepreneurs, Tikehau Capital and Financière Agache on 10 December 2021, Tikehau Capital and Financière Agache each subscribed for 2,500,000 newly issued Ordinary Shares in the Company's capital and 833,333 Warrants (together the "Forward Purchase Securities"), for an aggregate amount of €25,000,000 each. Tikehau Capital and Financière Agache received the Forward Purchase Securities on 1 July 2022.

On 10 May 2022, the Company entered into an investment agreement with Financière Lov and Stéphane Courbit, Lov Group Invest, Monte-Carlo SBM International S.à.r.l ("SBM International"), Dea Communications SA ("De Agostini"), F. Marc de Lacharrière ("Fimalac"), Pegasus Acquisition Partners Holding, Pegasus Entrepreneurs, Tikehau Capital, Bellerophon Financial Sponsor 2 SAS (a subsidiary of the Sponsor Tikehau Capital SCA), Poseidon Entrepreneurs Financial Sponsor SAS (a subsidiary of the Sponsor Financière Agache), Financière Agache (a Sponsor, Vivendi Content ("Vivendi"), Société d'Investissements et de Gestion - SIG 116 and Vivendi SE. On 22 June 2022 the same parties entered into an amendment and waiver to the investment agreement (the amended investment agreement is hereinafter referred to as the "Investment Agreement"). Pursuant to the Investment Agreement, Financière Lov agreed to subscribe for and, on 30 June 2022 received in return for its investment, 13,520,565 newly issued Ordinary Shares, 13,520,565 newly issued Special Voting Shares A (as defined below) and 13,000,000 newly issued earn-out preference shares A in the Company's capital with a nominal value of €0.03 per share, 3,500,000 newly issued earn-out preference shares B in the Company's capital with a nominal value of €0.03 per share and 3,500,000 newly issued earn- out preference shares C in the Company's capital with a nominal value of €0.03 per share for an aggregate amount of €250,000,000 (the newly issued earn-out preferences shares A, the newly issued earn-out preference shares B and the newly issued earn-out preference shares C are together referred to as the "Earn-OutPreference Shares").

Major shareholders. The Company is controlled by Financière Lov and indirectly by Stéphane Courbit, his wife and children. The following table sets forth information with respect to each person that directly or indirectly holds a substantial interest (substantiële deelneming), i.e., a holding of at least 3% of the share capital, effective economic rights or voting rights in the Company) as of the date of the Prospectus.

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1. Each Ordinary Share carries distribution rights and entitles its holder the right to attend and cast one vote at the general meeting (algemene vergadering) of shareholders of the Company (the "General Meeting").
2. Each Founder Share carries distribution rights and entitles its holder the right to attend and cast one vote at the General Meeting. As at the date of the Prospectus, the Sponsors hold 5,150,000 Founder Shares, representing less than 3% of the share capital, effective economic rights or voting rights in the Company. The Company, Pegasus Entrepreneurs and Financière Lov have agreed that after the Listing and when several Ordinary Share price thresholds are met and subject to certain capital adjustment measures as described in the Articles of Association, the Founder Shares may be converted into Ordinary Shares.
3. Each Earn-Out Preference Share carries distribution rights and entitles its holder to cast three votes in the General Meeting, but Financière Lov has committed not to exercise any voting rights attached to the Earn-Out Preference Shares.
4. The Company has implemented a special voting plan by creating special voting shares A in the Company's capital with a nominal value of €0.02 per share ("Special Voting Shares A" and together with the Special Voting Shares B, the ''Special Voting Shares''), that will allow the holder of such Special Voting Shares A to exercise two voting rights in the General Meeting in addition to the one voting right for each Ordinary Share held by it, in accordance with the Articles of Association and the other terms and conditions applicable to the holder(s) of Special Voting Shares. Each Special Voting Share A carries distribution rights. In relation thereto, the Company shall maintain a Special Voting Shares A dividend reserve to which, from any available profits as remaining after application of the provisions in the Articles of Association regarding reservation and the profit entitlement of Earn-Out Preference Shares, an amount equal to 0.1% of the nominal value of each Special Voting Share A shall be added in accordance with the Articles of Association.
5. The percentage of share capital and voting rights is calculated as follows: (the total number of shares (across all classes of shares) held by the relevant shareholder multiplied by the respective nominal value of each share) divided by (the total number of shares (across all classes of shares) held by all shareholders multiplied by the nominal value of each share).
6. The effective economic rights are calculated on the basis of Ordinary Shares shown under "Number of Ordinary Shares" and reflect the expected actual economic rights of the various parties as of the First Trading Date. The calculation does not include Founder Shares, Earn- Out Preference Shares or Special Voting Shares, as the Special Voting Shares, the Founder Shares and the Earn-Out Preference Shares have a minimal economic entitlement and any amount of profit allocated to the Special Voting Shares, Founder Shares and/or Earn-Out Preference Shares pursuant to such entitlement will not be distributed to the holders thereof but added to separate dividend reserves maintained by the Company in relation to (each class of the) Special Voting Shares, Founder Shares and Earn-Out Preference Shares).
7. The effective voting rights are calculated on the basis of the Ordinary Shares shown under "Number of Ordinary Shares" and Special Voting Shares shown under "Number of Special Voting Shares". The calculation reflects the expected actual voting rights of the various parties as of the First Trading Date. The calculation does not include Founder Shares and Earn-Out Preference Shares. Voting rights are attached to the Founder Shares and the Earn-Out Preference Shares, but their holders have committed to not exercise any voting rights attached to these shares.
8. The respective shareholdings of Vivendi and Fimalac include their PIPE Financing contributions.
9. Fimalac also holds 8.34% of the shares in the capital of Financière Lov.
10. The total numbers show the number of each class of shares held in aggregate by major shareholders. It does not show the total number of each class of shares issued by the Company. Furthermore, the totals show the percentage of the share capital and voting rights, the effective economic rights and the effective voting rights held in aggregate by the major shareholders. The remainder (i.e. 5.42% of the share capital and voting rights, 10.09% of the effective economic rights and 5.20% of the effective voting rights) are held by the other shareholders of the Company.

As a result of the Merger becoming effective, as of the First Trading Date: (i) Pegasus Entrepreneurs' holders of Pegasus Ordinary Shares, other than the Sponsors, own approximately 0.98% of the Company's issued share capital; (ii) the PIPE Investors own approximately 2.67% of the Company's issued share capital; (iii) the Sponsors own approximately 1.55% of the Company's issued share capital.

Key directors. The Company has a one-tier board (the "Board") consisting of one or more executive directors (uitvoerende bestuurders) ("Executive Directors") and one or more non-executive directors (niet-uitvoerendebestuurders) ("Non-ExecutiveDirectors", and the Non-Executive Directors together with the Executive Directors the "Directors"). François Riahi and Sophie Kurinckx will be the Executive Directors and Stéphane Courbit, Pierre Cuilleret, Susana Gallardo, Eléonore Ladreit de Lacharrière, Cécile Lévi, Alain Minc, Marella Moretti, Hervé Philippe, and Yves de Toytot will be the Non-Executive Directors. Pierre Cuilleret, one of the Non-Executive Directors, is also

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an indirect sponsor of Pegasus Entrepreneurs through its partial control of Pegasus Acquisition Partners Holding, one of the Sponsors of Pegasus Entrepreneurs.

Statutory auditor. The Combined Financial Statements (as defined below) have been audited by Ernst & Young et Autres. The auditor's report in connection with the Combined Financial Statements contains an emphasis of matter, which states: "We draw attention to Note "2.2 Basis of preparation" of the Combined Group's combined financial statements which describes the general approach for the preparation of the combined financial statements, including sources of data and accounting and measurement methods applied. Our opinion is not modified in respect of this matter."The Company's statutory auditor will be Ernst & Young Accountants LLP for the financial years 2022 and 2023.

What is the key financial information regarding the issuer?

The Company was incorporated on 10 March 2022 to act as the parent company of the Group in connection with the Business Combination and did not have any operational activities before that time. During the financial periods presented in the Prospectus, the Banijay Group and the Betclic Everest Group and their consolidated subsidiaries were under the common control of Financière Lov.

Selected historical key financial information. The following tables set forth certain information derived from the audited combined financial information of the Group for the years ended 31 December 2021, 2020 and 2019 (together, the "Combined Financial Statements"). The Combined Financial Statements for the years ended 31 December 2021, 2020 and 2019 have been prepared by using reporting packages prepared locally by subsidiaries' management for the purpose of Financière Lov's consolidated financial statements and in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS"). The Combined Financial Statements have been audited by Ernst

• Young et Autres. The Group historically did not exist as a reporting group and therefore previously no separate (statutory) consolidated financial statements were prepared. Although the Combined Financial Statements reflect all the historical assets, liabilities, revenue, expenses, and cash flows of the Group, they may not necessarily be indicative of the Group's future financial position, results of operations, or cash flows had the Group operated as a separate, stand- alone entity during the periods presented. The Combined Financial Statements do not yet reflect, among other things, the costs that are expected to be incurred by the Company, to function as the listed parent of the Group (including, but not limited to, additional legal costs, finance function costs, investors relation function costs, auditors fees and other operating costs) as well as the staff costs incurred for future employees at the holding level of the Group. The Company expects the costs it will incur in the financial year 2022 related to its position as listed parent of the Group, and impacting the Group's Adjusted EBIDTA Forecast, to be approximately €5 million.
  Combined Statement of Income Information

The following table sets out a reconciliation of the Group's Net income / loss for the period to Adjusted Net Income for

the periods indicated.

(1)"Adjusted Net Income" is defined as net income (loss) adjusted for restructuring costs and other non-core items, costs associated with the long-termincentive plans and employment related earn-out and option expenses and other financial income.

Adjusted Net Income is not a measure of financial performance or cash flow under IFRS. The Group considers Adjusted Net Income to be a useful metric for evaluating its operating performance as it facilitates a comparison of its operating results per segment from period to period by removing the impact of certain non-core costs.

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