Callaway Golf : Topgolf Investor Conference Presentation

A Closer Look at Topgolf's

Compelling Value Creation Potential

November 2020

1

DISCLAIMER

Forward-Looking Statements
This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words "may," "should," "will," "could," "would," "anticipate," "plan,"
"believe," "project," "estimate," "expect," "strategy," "future," "likely," and similar expressions, among others, generally identify forward-looking statements, which speak only as of the date the statements were made and are not guarantees of future performance. Such forward-
looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving Callaway and Topgolf, including the anticipated operations, financial position, liquidity, performance, prospects or growth and scale opportunities of
Callaway, Topgolf or the combined company, the strategies, prospects, plans, expectations or objectives of management of Callaway or Topgolf for future operations of the combined company, any statements regarding the approval and closing of the merger, including the need
for stockholder approval and the satisfaction of closing conditions, and statements of belief and any statement of assumptions underlying any of the foregoing.
Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-
looking statements. These risks, uncertainties and other factors relate to, among others: risks and uncertainties related to our pending merger with Topgolf, including the failure to obtain, or delays in obtaining, required stockholder approval or regulatory approval, the risk that such
approval may result in the imposition of conditions that could adversely affect Callaway or the expected benefits of the proposed transaction, any termination fee that may be payable by Callaway pursuant to the terms of the merger agreement, or the failure to satisfy any of the
closing conditions to the proposed transaction on a timely basis or at all; costs, expenses or difficulties related to the merger with Topgolf, including the integration of the Topgolf business; failure to realize the expected benefits and synergies of the proposed transaction in the
expected timeframes or at all; the potential impact of the announcement, pendency or consummation of the proposed transaction on relationships with Callaway's and/or Topgolf's employees, customers, suppliers and other business partners; the risk of litigation or regulatory
actions to Callaway and/or Topgolf; inability to retain key personnel; changes in legislation or government regulations affecting Callaway and/or Topgolf; uncertainty of the duration, scope and impact of COVID-19; a further spread or worsening of COVID-19; any further regulatory
actions taken in response to COVID-19, including the future shutdown of or restrictions on Callaway's or Topgolf's retail locations, venues, distribution centers, manufacturing plants or other facilities; the effectiveness of Callaway's or Topgolf's protective gear, social distancing
guidelines, and other preventive or safety measures; disruptions to business operations of Callaway and Topgolf as a result of COVID-19, including disruptions to business operations from travel restrictions, government-mandated or voluntary shut-down orders or quarantines, or
voluntary "social distancing" that affects employees, customers and suppliers; continued growth, momentum and opportunities in the golf industry; production delays, closures of manufacturing facilities, retail locations, warehouses and supply and distribution chains; staffing
shortages as a result of remote working requirements or otherwise; uncertainty regarding global economic conditions, particularly the uncertainty related to the duration and impact of the COVID-19 pandemic, and related decreases in customer demand and spending; and
economic, financial, social or political conditions that could adversely affect Callaway, Topgolf or the proposed transaction.
The foregoing list is not exhaustive. For additional information concerning these and other risks and uncertainties that could affect these statements, the golf industry, and Callaway's business, see Callaway's Annual Report on Form 10-K for the year ended December 31, 2019 as
well as other risks and uncertainties detailed from time to time in Callaway's reports on Forms 10-Q and 8-K subsequently filed with the SEC, including the proxy statement/prospectus/consent solicitation that will be included in the registration statement on Form S-4 that will be
filed with the SEC in connection with the proposed transaction. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Callaway undertakes no obligation to republish revised forward-looking statements to
reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
Regulation G
In addition, in order to assist you with period-over-period comparisons on a consistent and comparable basis, today's presentation includes certain non-GAAP information. With respect to Callaway Golf Company, this information excludes certain non-cash amortization of
intangibles and other assets related to the Company's acquisitions, non-recurring transaction and transition costs associated with the acquisition of Jack Wolfskin, including banker's fees, legal fees, consulting and travel expenses, audit fees and valuations services, as well as
non-cash charges related to the valuation of acquired inventory, in addition to other non-recurring advisory fees, and non-cash amortization of the debt discount related to the Company's convertible notes. With respect to Topgolf International, Inc., this information excludes certain
venue closure costs, a regulatory settlement reserve, the remeasurement of a contingent earnout obligation, non-recurring consulting and legal expenses and the remeasurement of a stock-warrant liability. This non-GAAP information may include non-GAAP financial measures
within the meaning of Regulation G. These non-GAAP measures should not be considered as a substitute for any measure derived in accordance with GAAP. The non-GAAP information may also be inconsistent with the manner in which similar measures are derived or used by
other companies. Management uses such non-GAAP information for financial and operational decision-making purposes and as a means to evaluate period-over-period comparisons and in forecasting the Company's business going forward. Management believes that the
presentation of such non-GAAP information, when considered in conjunction with the most directly comparable GAAP information, provides additional useful comparative information for investors in their assessment of the underlying performance of the Company's business with
regard to these items. The Company has provided reconciliations of such non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with GAAP. The reconciliations are included in this presentation, which is available on the Investor
Relations section of the Company's website located at http://ir.callawaygolf.com/.
Additional Information and Where You Can Find It
Callaway Golf Company will file with the SEC a registration statement on Form S-4, which will include the proxy statement of Callaway Golf Company that also constitutes a prospectus of Callaway Golf Company and a consent solicitation statement of Topgolf International, Inc.
(the "proxy statement/prospectus/consent solicitation"). INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS/ CONSENT SOLICITATION, AND OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC,
IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CALLAWAY GOLF COMPANY, TOPGOLF INTERNATIONAL, INC., THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and
stockholders will be able to obtain free copies of the proxy statement/prospectus/consent solicitation and other documents filed with the SEC by the parties through the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders will be able to obtain
free copies of the proxy statement/prospectus/consent solicitation and other documents filed with the SEC on Callaway's website at https://www.callawaygolf.com (for documents filed with the SEC by Callaway).
No Offer or Solicitation
This communication is for information purposes only and is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction
pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of
the Securities Act of 1933, as amended.
Participants in the Solicitation
Callaway, Topgolf, and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Callaway in connection with the proposed transaction. Information regarding the persons who are, under the rules of the
SEC, participants in the solicitation of the stockholders of Callaway and Topgolf, respectively, in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy
statement/prospectus/consent solicitation when it is filed with the SEC. Information regarding Callaway's directors and executive officers is contained in Callaway's Annual Report on Form 10-K for the year ended December 31, 2019 and its Revised Definitive Proxy Statement on	2
Schedule 14A, dated March 27, 2020, which are filed with the SEC and can be obtained free of charge from the sources indicated above.

TODAY'S AGENDA

1. Callaway + Topgolf: Our Vision

1. A Highly Complementary, Highly Attractive Combination
2. Strength, Uniqueness and Potential of Topgolf
3. The Topgolf Platform

Venues

International

Toptracer

Media

1. Topgolf Financials
2. Investment Summary

3

TODAY'S PRESENTERS

CHIP BREWER	BRIAN LYNCH	DOLF BERLE	WILLIAM DAVENPORT	CRAIG KESSLER
Chief Executive Officer	EVP, Chief Financial	Chief Executive Officer	Chief Financial Officer	Chief Operating Officer
	Officer			Venues

GENIFER GRAY	CHRIS CALLAWAY	BEN SHARPE	STEVE LANE
VP of Operations	Chief Development	President Toptracer	Vice-President
	Officer		International Strategy

and Franchise 4 Management

CALLAWAY + TOPGOLF = A NEW TYPE OF GOLF COMPANY

An Unrivaled Tech Enabled Golf Company Delivering Equipment, Apparel and

Entertainment

First-Mover Positioned to Create Long-term Competitive Advantages

Clear Path to Deliver Exceptional Growth and Strong Shareholder Returns

5

CALLAWAY + TOPGOLF = BETTER TOGETHER

Highly complementary businesses well-positionedto accelerate growth and enhance competitive advantages across the platform

Significant technology leadership with proven proprietary in-house

capabilities

Broad reach and significant consumer overlap enhances value for

both businesses

Multiple high-growth opportunities in early stages with more then

10 years of planned growth and identified whitespace opportunity

Ample liquidity and cash generation to fund future growth

Coveted brands benefiting from consumer preferences

6

COMPELLING POTENTIAL FOR SHAREHOLDER VALUE CREATION

($ in millions)	2019 Pro Forma	2022E	Longer Term
Revenue	$2,761	$3,200	~10%
Adj. EBITDAS	$270	$360	Mid-to-High Teens

Combined Company Has Clear Line of Sight to Generating More Than $1B of Adj. EBITDAS

7

THE COMBINED COMPANY IS GOOD FOR GOLF…

Favorable Trends Both On- and Off-Course

		+2.6%			CAGR
				'16-'19
		32.0	32.1	33.5	34.2
	31.1
30.1
					6.5%
5.4	7.0	8.2	8.3	9.3	9.9

25.7 25.3 24.7 24.7 24.1 23.8 23.8 24.2 24.30.7%

2011 2012 2013 2014 2015 2016 2017 2018 2019

On-course golfers Off-course golfers

Attractive Position Across Golf

Traditional Golf

Callaway is revolutionizing golf equipment through AI technology and

innovative golf ball design

Market leader with seven consecutive years of growth exceeding overall

golf market

Venues

Inclusive and affordable environment for all skill-levels and demographics

A fun, competitive, weather-proof alternative to 4+ hour golf rounds

Toptracer Range

Transforming driving range from practice facility to global, data-driven, game network with competitive "play anyone, anywhere" tournaments

Media

Launched inaugural European eTour in January 2020, a massive

opportunity for expansion with the most realistic golf game

8

1 National Golf Foundation/Golf Datatech Report Published October 23, 2020

… AND WILL REACH ALL GOLF CONSUMERS

Unparalleled consumer reach across $80B+ global golf industry1

• The #1 Driver on major	• #1 brand rating by avid
worldwide tours	golfers since summer 20172

•	#1 Putter on Tour	Elite Touring	Avid	•	#1 or #2 hard goods market
Professionals	Amateurs
•	100's of Sponsored				share in US, Japan, and
			Europe
	Athletes across global
	tours	Digital
		Digital
		connectivity
		acrconnectivityss all levels
•	Beginning and returning	across all levels	•	Appeal to youth via games
	golfers up ~20% in Q2				and social atmosphere
	vs. prior years3			•	51% of Topgolf guests
•	80% of Toptracer				identify as non-golfers
	Ranges participated in	Occasional	New and	•	75% of non-golfers who
	first-ever global digital
		visited Topgolf said they're
	competition	Participants	Aspiring Entrants
				now interested in playing on
					a course4

1 Golf Datatech industry report published September 21, 2020	3	National Golf Foundation, COVID-19 Update	9
2 Golf Datatech GPAU Study, 2017-2020	4	National Golf Foundation survey conducted for Topgolf

UNRIVALED POSITION TO DEFINE THE FUTURE OF GOLF

Higher Growth

Equipment

Apparel

Experiences

Digital Games

Digital Communities

Clear first-mover advantages:

• Proprietary in-house technology
• Unmatched reach
• Passionate consumer following
• Global scale
• Proven innovators

Poised to define the expansion of the global golf addressable market

10

THIS CREATES AN ECOSYSTEM THAT BENEFITS BOTH

COMPANIES

What Callaway provides to Topgolf

• Ample liquidity to fund growth
• Relationships and global reach to accelerate Toptracer bay acquisition
• Strong marketing support to drive SVS (via awareness and interest)
• Back office support

What Topgolf provides to Callaway

• A strong platform (both physical and digital) to promote and cross-sell Callaway brands

• A competitive advantage via scale and scope of global consumer reach

• Future ability to drive enhanced digital engagement with core golf consumers via both Venues and Toptracer. Access to valuable shot data for this purpose

• New entrants to the game of golf

11

CALLAWAY'S PEER SET IS EXPANDING

	High Growth	Restaurant	Sports	Digital and	Venue Based
Golf Equipment	Entertainment
Outdoor Apparel	Peers	Franchise Peers	Emerging Peers
	Peers

Median

'19-'22 Sales CAGR	2 %	7 %	12 %	8 %	19 %	0 %
'19-'22 EBITDA CAGR	1 %	11 %	10 %	9 %	39 %	(2)%
2022E EV / EBITDA	13 x	15 x	26 x	17 x	20 x1	9 x

Source: Company filings, Capital IQ, IBES. Current market data as of 09-Nov-2020	12
1 Excludes Roku due to not meaningful earnings.

DOLF BERLE

Chief Executive Officer

TEG Overview

13

OUR MISSION

14

TOPGOLF PLATFORM OVERVIEW

100MM+

Fan Touchpoints

$1.1Bn		$59MM
2019 Revenue		2019 Adj. EBITDAS
30%		$1Bn+
	Long-Term Business Unit
2017-2019 Revenue CAGR		Adjusted EBITDAS
		Opportunity
51%		94%
of Venue Guests are Non-		of Guests Say
	They are Likely or
Golfers
	Highly Likely to Return

58 US venues

21% annual growth in venues from 2017-2019

23MM total venue visits

200 venue total addressable market

VENUES

Broad global appeal outside the US

5 venues open (3 owned & operated, 2 franchised) 250 venue total addressable market internationally

7,500+ bays using our proprietary games technology

16x increase in bay count from 2017 to today

140 tournaments broadcasts reaching 500MM+ viewers

World Golf Tour with 30MM members as of today

In-house game development

Sponsorships with large global brands

15

RAPID GROWTH IN BRAND AWARENESS WITH AMPLE ROOM FOR FURTHER EXPANSION

National Aided Brand Awareness1

Consumers with a Positive Opinion (%)2

Rolling Three Month Average (%)

YoY Growth:

9pp

26

35

90

88

85

80

79

79

YoY Growth:	21
6pp

15

December		December
2018	2019
Local Venue Footprint3		Total US

Source: YouGov Q4 2019; Consumers aged 18-54 in the US

1 Based on the question: "Which of the following brands have you heard of?" (Topgolf included)

2 Represents % positive impressions among those who are aware of each brand and have an opinion 3 Local venue footprint defined as awareness within a local catchment area around a venue

75

70

70

65

60

64

16

STRONG COMPETITIVE POSITION

Innovative, Proprietary

Technology that Enhances

All of Our Business Lines

Significant Brand Halo and		Massive
Strong Customer Advocacy		Network of Screens

Brand Power and Venue		Deep Experience Operating
Real Estate Execution		Large, Complex Venues with
Make Us a Tenant and Franchisor		Significant Capital Invested at
of Choice		Scale

17

WELL POSITIONED FOR POST-COVID ECONOMY

1

2

3

4

5

6

7

Unique venue layout provides safe social distancing in an outdoor experience. We expect guests to associate

Topgolf and golf as safe social activities

Reopened all venues by 9/7 and opened four new venues since March 2020. Continue to manage evolving government restrictions

Rapid return to venues with Q3 same venue revenue performance 76% vs. 2019 and recent trends improved to 80-85%in September and October

Topgolf's fans remain loyal: 77% indicate Topgolf will play the same or a bigger role in their lives post-COVID1

Making long term sustainable cost improvements throughout the organization to position for accelerated profitability

Toptracer momentum has remained strong due to resiliency of golf

WGT and other digital assets have gained significant momentum

18

1Third-party research conducted for Topgolf

VISIONARY, PROVEN AND MULTI-DISCIPLINED

MANAGEMENT TEAM

Seasoned executives with a proven track record of operating complex, high-growth businesses

ERIK ANDERSON	DOLF BERLE	WILLIAM DAVENPORT	BECKY FINE	BEN SHARPE
Transitioning to Vice	Chief Executive Officer	Chief Financial Officer	Chief People Officer	President
Chairman of Callaway Golf	Previously President & COO	Previously SVP of Finance at	Previously CPO at Panera	Toptracer
Founder, WestRiver Group	at Dave & Buster's. Serves on	Brinker International	Bread	Previously CEO at
Ranked #1 Innovator in Golf	National Board of Directors at			TaylorMade-Adidas Golf
by Golf Inc.	Make-A-Wish			company

CHRIS CALLAWAY

Chief Development Officer Chief Development Officer Previously spent 25 years Previously spent 25 years leading development efforts leading development efforts at at Walmart

Walmart

LYNDA FIREY OLDROYD	ANDREW MACAULAY
Chief Customer Officer	Chief Technology Officer
Previously senior roles at PepsiCo,	Previously CIO for multiple
Nordstrom, Gap and Starbucks	innovative telecommunications
	companies

CRAIG KESSLER

Chief Operating Officer Venues

Previously on operating teams at KKR and Providence Equity Partners; began career with McKinsey & Company

GENIFER GRAY	STEVE LANE
VP of Operations	Vice-President
Topgolf USA	International Strategy and
Previously Co-President &	Franchise Management
Previously at Catalina
COO at Maggiano's Little Italy
Marketing and Kimberly-Clark

19

CRAIG KESSLER	GENIFER GRAY
Chief Operating Officer	VP of Operations
Venues

Venues Overview

20

VENUES OFFER A SOCIAL EXPERIENCE

EMBRACED ACROSS BROAD DEMOGRAPHIC GROUPS

Topgolf venues introduce millions of guests to the brand, culture and technology each year

Venue Visits Demographic Breakdown

By Income

HHI <

$80K

40%

By Age

Age

>34

30%

	HHI >
60%	$80K

Age <18

48% Age

18-34

22%

By Skill Level1

Avid

Golfers

8%

Moderate

Golfers 14%

Non-

Occasional 27% Golfers

51% Golfers

Source: YouGov and NGF surveys		21

1 Non-golfers defined as golfing less than 1 round per year; occasional golfers defined as golfing 1-7 rounds per year; moderate golfers defined as golfing 8-24 rounds per year; avid golfers defined as golfing 25+ rounds per year

TOPGOLF VENUES PROVIDE "BANG FOR YOUR BUCK"

ENTERTAINMENT

Average Cost per Visit / Person

$123

$109

$106

$94

							$51				Median:
											$51
	$36							$35	$33
										$16
											$11
	1	Broadway Play /	Fine Dining 2	Sporting Events 3	Concert 4	Theme Parks 5	Round of Golf 6	Workout Class 7	Movie Theater 8	Cultural Sites /
			Musical								Museums 9

• Source: Wall Street research, National Golf Foundation, Statista, Pollstar, Oracle, company websites, public news articles, company information
• 1 Represents walk-in cost per visit, inclusive of gameplay and food & beverage
• 2 Average of select high-end restaurants (Del Frisco's, Sullivan's, Capital Grille, Eddie V's, Ruth's Chris, Fleming's); assumes 15% pre-tax tip and 7% tax
• 3 Average of NFL, NHL, NBA, MLB ticket spend plus average per capita food & beverage spend
• 4 Top global music tours
• 5 Average spend per visit for Seaworld ($61), Cedar Fair ($48) and Six Flags ($46)
• 6 18-hole round at public golf facility
• 7 Average of 23 select workout classes

• 8 Average of AMC, Cinemark, Regal; includes ticket spend and concessions

22

• 9 Includes art galleries, theaters and historical buildings such as palaces, monuments, castles, historical birthplace, landmarks, temples, religious sites and churches

BUILDING SCALE THROUGH ACCELERATED ROLLOUT

Rapid growth exhibited by 51 venues opened since 2013

Domestic Venue Count Since Inception

58

54

47

37

28

21

12

7

3

1

2005

2010

2013

2014

2015

2016

2017

2018

2019

Today

23

BREAKING DOWN THE VENUE REVENUE MIX

Gameplay	Food & Beverage
• Variety of games, including signature	• High quality food & beverage
Topgolf Game, iconic golf courses,	delivered at scale to walk in and event
and Angry Birds	guests
• Robust game development pipeline	• Menu caters to a diverse range of
	tastes and dietary restrictions
• Pricing based on hourly bay rentals	• Each venue has an Executive Chef
and memberships

with a full kitchen that offers a wide

• Higher margins than F&Bselection of creative food, from brunch to late night snacks

Events

• Tailored spaces are able to accommodate events ranging from corporate presentations, birthday parties, charitable events and wedding receptions
• Formal event rooms are adjacent to tee line, providing a private space for events and gameplay
• Events revenue mix is approximately 50% Food & Beverage and 50% Gameplay

33%		34%		29%
SALES FROM GAMEPLAY1		SALES FROM FOOD & BEVERAGE1		SALES FROM EVENTS1

1 As of FYE 2019. Retail and other sales account for 4% of total revenue

24

WORLD-CLASS GAMEPLAY POWERED BY

PROPRIETARY TECHNOLOGY AND GAMES

• We offer a variety of game options designed to appeal to a broad range of guests, including our signature Topgolf game, which allows guests to score points by hitting into the targets in our outfield. Introducing virtual scoring powered by Toptracer technology and simulated golf course play across network.
• Guests play with our RFID-embedded golf balls, aiming for large dartboard-like targets in the outfield that receive and track the balls

25

SHARE-ABLE AND INSTAGRAM-ABLE GOURMET

FOOD AND BEVERAGE OFFERING

• We feature a seasonal menu of high-end, curated appetizers, entrées and desserts that are carefully selected for the Topgolf brand
• Executive Chef in every venue with chef-driven menu offerings made largely from scratch to further distinguish our experience from that of a large-scale entertainment venue

26

VENUE OF CHOICE FOR BOTH LARGE AND SMALL EVENTS

• Each of our venues has dedicated areas for hosting events ranging in size from 12 to up to 1,000 attendees, including full venue buyouts
• Ability to scale events service for all types, sizes and price points is difficult to execute operationally, making Topgolf a unique event space

27

VENUES ARE A PLATFORM FOR MULTIPLE FORMS OF

ENTERTAINMENT

While the in-bay experience is a primary	…We have matured our programming to create multiple
driver of venue visits …	entertainment formats to delight our guests

28

RESILIENCY OF VENUES THROUGH COVID-19

Outdoor Teeline Provides Safe Space to Socialize

Safe distance between bays and full-bay cleaning between groups

Guests are recognizing and appreciating our efforts

Early Guest Scores are Extremely Positive1

Overall Satisfaction

Likelihood to Return

70%	73%	79%	81%
2019	Week of	2019	Week of
	10/26/20			10/26/20

29

1 Guest feedback from 55 opened venues increased the week of 8/23/20 vs. FY19 average

CHRIS CALLAWAY

Chief Development

Officer

Venue Development

30

TOPGOLF'S VENUE FORMATS

Large Venues		Medium Venues		Small Venues

• Target population of >1MM in 25 min catchment
• 100+ bays across three floors
• Examples include Edison, NJ and The Colony,
  TX
• Flagship venues include Las Vegas, Nashville, and Orlando

• Target population of 500K-1MM in 25 min catchment
• 70 - 100 bays across 2-3 floors
• Examples include Baton Rouge, LA and Greenville, SC

• Target population of 200K-500K in 25 min catchment
• 30-60bays on a single level powered by Toptracer
• Examples include Augusta, GA and Chattanooga, TN

31

TOPGOLF'S GLOBAL SUCCESS

million venue	U.S. venues in three	International
23 visits in 2019	58 format sizes	5 venues1

Large venue

• 100+ bays

• 45 locations

Medium venue

• 70-100 bays

• 13 locations

Small venue

• 30-60 bays

• 5 locations

1 Three owned-venues, two franchised venues

32

VENUE SITE SELECTION

Rigorous site selection process ensures expansion into high revenue as well as

high ROI markets and supports remaining venue whitespace

Extensive nationwide network uses data-driven site selection process to source potential deals and communicate to real estate team

Engage in initial due diligence and perform site visit to determine qualifications

Enter LOI with landlord

Detailed review by real estate investment team and initial model built based on historical experience, demographics, population income and intricacies of site

Deal submitted for approval

Deal approved and development commences

All Markets in the U.S.

Markets Suitable

for a Venue

Market Diligence

Venue

Opportunities

Development

33

VENUE CONSTRUCTION AND FINANCING

Construction

• Venues range in size from less than 20,000 to up to 105,000 sq. ft. with up to four floors (9 to 15 acre sites)
• A typical venue takes between 10 and 12 months to build
• Internal development team includes: architects, designers, project managers and installation crews, all led by our VP of Construction and Design
• Experienced internal real estate, development and construction teams ensure project efficiency and adherence to project timelines

Third-Party Financing

• Topgolf partners with well-capitalized REIT partners, who provide capital for the land acquisition and fund up to ~75% of the development cost, with Topgolf funding remaining development costs (primarily technology costs and FF&E)
• • Third party financing provides significant additional growth capital
• Once construction is completed, we lease the venue and underlying land back from the financing partner
• In cases where we are not able to finance venue construction through one of our financing partners, such as when the land we wish to develop is available for ground lease but not for purchase, we will fund 100% of venue development costs

We have built up processes and relationships over time that allow us to

construct and finance large, complex venues

34

ESTABLISHED VENUE PIPELINE & PROVEN TRACK RECORD

Between 2015 and Q3 2020, Topgolf grew its domestic venue count from 21 to 58 venues.

The depth of Topgolf's pipeline allows us to target 10 new venue openings per year beginning in 2022

High Historical	Status of Upcoming
Opening Pace	Domestic Venues
37
		25
		13
	8
		11
	8
		1
2015-Q3 2020	2021	2022-2023

Under Construction

Under Contract

Under LOI / Due Diligence

Overview of 2021 Domestic Venue Pipeline

Location	Size	Status	Financing Status
Albuquerque, NM	Medium	Construction	Self-Financed
San Jose, CA	Large (120 Bays)	Construction	Third-Party Financing
Lake Mary, FL	Large	Construction	Third-Party Financing
Waco, TX	Small	Construction	Third-Party Financing
Charlotte, NC	Large	Construction	Third-Party Financing
Holtsville, NY	Large	Construction	Third-Party Financing
Ft. Myers, FL	Medium	Construction	Third-Party Financing
Buford, GA	Medium	Construction	Third-Party Financing

35

STEVE LANE

Vice-President

International Strategy

and Franchise

Management

Topgolf International

36

RAPIDLY GROWING GLOBAL FOOTPRINT

Watford, UKOpened in 2000

Glasgow (UK)
Watford, Herts (UK)	Oberhausen,Germany
Surrey, Surrey (UK)
Chigwell, Essex (UK)
	Gold Coast, AU Opened in 2018
	Dubai (UAE)
Monterrey (Mexico)

Monterrey, MX Opened in 2020		Gold Coast, Queensland
	(Australia)
Dubai, UAE Opening	Current location	Under development	Countries with
Late '20/Early '21	contracted venues

We are focused on a rapid and strategic roll-out of our venues internationally

37

RAPIDLY GROWING GLOBAL FOOTPRINT

• Global expansion plan utilizes a capital-light franchise model
• • The franchisee manages operations and funds capital expenditures and growth, requiring minimal upfront investment from Topgolf
  • Provides Topgolf with a recurring royalty revenue stream - Target of $1.1M per franchised venue
  • Topgolf maintains a valuable option to invest capital and increase ownership and earnings in high growth regions
• Dedicated global team in place to select franchisees
• 250 International venue addressable market
• Development agreements for up to a possible 113 franchised venues in Greater China, Southeast Asia, Mexico, Australia, Central Europe and U.A.E.

Our Franchise Partners Today

20+ Venue Developments

Planned Over the Next Five Years

38

BEN SHARPE

President Toptracer

Toptracer Platform

39

TOPTRACER OVERVIEW

Highly visible broadcast partnerships expand range technology opportunity and grow brand…

…as Topgolf brings a leading ball-tracking technology to your driving range and onto your phone/tablet

Proven Compelling		Rapid
Experience		Worldwide Growth

Puts ball flight and shot stats on	7,500 active Toptracer Range
bays worldwide with typical contracts
screen and to your device
3-5 years in length

Exciting Connected

Screen Potential

Worldwide connected gamification creates multiple opportunities. 80% participation in first worldwide tournament last year.

40

TOPTRACER RANGE SUITABLE FOR COVERED & UNCOVERED BAYS

Toptracer Range System:

• Camera sensors
• 21" screens in bays
• Game and bay mgmt software
• Shot tracking capabilities

41

TOPTRACER RANGE DELIVERS VALUE TO RANGE OPERATORS

Mistwood Golf Dome	Silvermere Golf & Leisure	Itakano Golf Center	Whaleback Golf Course
Chicago, IL	Surrey, UK	Osaka, Japan	Perth, Australia
After installing TTR, YoY	Increased annual ball count	Average monthly visitors are	Topline increase of 35%-40%
revenue was up 67% in golf	from 7.5MM to 10.5MM since	up 21% YoY since TTR install	with price increase of 10%
sales and average bay time	install of Toptracer Range	in July 2019	and average number of
increased from 21 minutes to			visitors up 25% YOY since
58 minutes			install

42

WE ARE BUILDING A MASSIVE COMMUNITY

In December 2019, we hosted our first Toptracer Range Global Tournament, a 9-Shot closest to the pin tournament

Over 80% participation across installed ranges, with 29,000 games across 175 driving ranges in 19 countries

Strategic Plan

for Growth

• December 2019
• Successful proof of concept to roll out simultaneous global tournament on TTR platform
• Early market share acquisition
• Leverage network of connected app & screens
• Content and subscriptions for community

Currently creating scale and community with the potential to monetize through:

1. global tournaments, 2) sponsorship revenue, 3) content and instruction subscriptions,
2. 1. cross-promotionof golf equipment, 5) aggregation of shot data

43

BROAD COHORT OF PARTNERSHIPS POISED FOR EXPANSION

Toptracer's Global Reach Set to Accelerate in Partnership with Callaway

Current Distribution Channels

Sales Partners	Governing Bodies / Commercial Partners	Leading, Global Professional Golf Club
		Management Companies

Expected Benefits from Callaway's Global Network

• Access to network of >5,000 Callaway Staff Professionals to champion the technology at new facilities
• Showcasing the Toptracer brand through Callaway's existing network of Tour players, digital platforms and social influencers
• Opportunity to leverage Callaway's strong relationships with key golf management companies
• Eliminating barriers to entry in new markets via Callaway's existing infrastructure

We Believe Seamless Access to Callaway's Global Network of Courses and Ranges

Will Provide Runway for Toptracer's Addressable Market

44

DOLF BERLE

Chief Executive Officer

Topgolf Media

45

ATTRACTING, AGGREGATING, AND ENGAGING A GLOBAL AUDIENCE

R&D Engine

Technology & Video Content

• Original content to attract and develop audiences for the brand
• Topgolf app development and operations
• Innovative media segment remains profitable business

Interactive Media to Build a Global

Audience

Games

• World Golf Tour #1 realistic digital golf game with more than 30MM members
• Global leaderboard and competitions for all games
• Tip of the spear for Esports opportunity

Monetization

Sponsorships

• Partner with big brands to co-market Topgolf to their audience
• Monetize our audience and network
• Strong YoY growth and margins
• World class sales teams from sports leagues and sponsorship agencies

46

WORLD GOLF TOUR IS THE LEADING REALISTIC DIGITAL GOLF GAME

• Founded in 2005 and continues to be an enduring game with continued growth and profitability 15 years after inception
• Topgolf aggregated WGT in 2016 for its engaged community and talented game developers
• WGT is an online multiplayer virtual golf game that utilizes our proprietary GPS and 3D technology, allowing for a realistic virtual golfing experience
• Players golf on photorealistic recreations of nearly 25 world-famous golf courses
• Revenue is primarily derived from in-app purchases as well as through game offers and advertisements

47

WILLIAM DAVENPORT

Chief Financial Officer

Topgolf Financial Overview

48

KEY FINANCIAL TAKEAWAYS

• Proven Success and Growth Across Business Lines with Clear Line of Sight for Further Expansion
• Significant Investments Made in Recent Years to Drive Growth in Early-Stage Business Lines
• Strong Unit Level Economics And Consistent Performance Across Platform
• FCF Positive Before Discretionary Investments in 2022
• Continued Venue Development and Expansion of Toptracer Range Platform Expected to Drive Future Growth

49

PROVEN SUCCESS AND GROWTH ACROSS BUSINESS

LINES HAVE DRIVEN STRONG MOMENTUM

Revenue ($MM)	Gross Margin ($MM)	Adj. EBITDAS ($MM)
	1,060
		916	2019 PF Adj.
		EBITDAS -
	862
		$77M (1)
	747		59
		59
630
	545

											10
	2017	2018	2019		2017	2018	2019		2017	2018	2019
		Venues Segment		Other		Margin:	86.4%	86.7%	86.4%	Margin:	1.6%	6.8%	5.6%

Adj. EBITDAS impacted by growth in other business lines due to significant investments made in our corporate

overhead, as well as the adoption of new lease accounting standards implemented in 2019

50

(1) 2019 Adjusted EBITDAS unfavorably impacted by $18M due to the adoption of the new lease accounting standards

STRONG GROWTH ACROSS ALL KEY PERFORMANCE METRICS

Revenue ($MM)

$862	$1,060
$630

2017

2018

2019

Domestic Venue Count

37	47	54	58
2017	2018	2019	3Q20

Adj. EBITDAS				Worldwide Fan Touchpoints (MM) (2)
			2019 PF Adj.
			EBITDAS -
			$77M	(1)			91
						70
		$58.8	$59.2	52
$10.4
2017		2018	2019	2017		2018	2019
Toptracer Range Bays Installed		International Venue Count
			7,541
		4,065		3	4	4	5
	1,574
481
2017	2018	2019	3Q20	2017	2018	2019	3Q20

1. 2019 Adjusted EBITDAS unfavorably impacted by $18M due to the adoption of the new lease accounting standards
2. "Fan touchpoints" refer to the connections Topgolf has to members of its fan base. Topgolf calculates fan touchpoints at any point in time based on the total number of venue memberships, social media

subscriptions, SMS subscriptions, e-mail subscriptions and lifetime installs for the Topgolf, Toptracer and World Golf Tour ("WGT") apps. A fan who engages with Topgolf across more than one of these areas,	51
such as by having a venue membership, following Topgolf on one or more social media platforms, subscribing to SMS messages and emails and/or installing one or more of the Topgolf apps, will account for a

corresponding number of fan touchpoints

TOPTRACER UNIT ECONOMICS

	per Bay			$2,000
	Annual Target Revenue
				$1,500
	Annual Target Cash
	Adj. EBITDAS per Bay
	Target Average Cash on		50%
	Cash Returns1
	Est. Bay Installs		Potential Total		Targeted New
	in '20		WW Bays		Bays per Year
>3,500		+650k			8,000+

Note: For most bay installs, GAAP accounting requires Topgolf to recognize revenue upfront for sales-type leases

1 Cash revenue collected from a licensee over the first 12 months of a contract's life less any repair and maintenance and sales commission expenses over the same term, divided by the total cash investment made by Topgolf to install the applicable equipment (inclusive of equipment costs, shipping costs and installation costs)

Summary

• Attractive recurring revenue potential with limited upfront investment of ~$3k per bay
• Strong upside for independent range owners
  - many licensees have reported 25-60% revenue increases
• Continued momentum expected to accelerate globally and contribute meaningful EBITDAS
• Ability to deliver connected digital experiences from games to lessons and more

52

VENUES GENERATING ATTRACTIVE ECONOMICS

Target Avg. Venue Revenue1

Target Avg. Venue Level Adj. EBITDAS2

Average Construction Cost per Venue3

Target Average Cash on Cash Returns

$17 M

$5 M

$10-40 M ~50%

Summary

• Target cash-on-cash returns of ~50%
• Venues typically open to strong sales results, followed by a "honeymoon" impact resulting in a ~5% - 10% reduction in year-two revenue
• Experienced operating team, investments in systems, and effective marketing engine provide confidence in driving venue sales and profitability growth
• Positive same-venue-sales growth in last five of six years

1-2 Near- to medium-term blended average across Large, Medium and Small venues
3 Topgolf seeks to finance underlying land and 75% of construction costs on the majority of its venues
through third-party developer or real estate financing companies	53

TARGETED VENUE-LEVEL ADJUSTED EBITDAS

SUPPORTED BY HISTORICAL RESULTS

$38M

			$13M			Summary
		$210M		Other
			Venues 3
			2019
			Openings	($74M)	$187M	• Achieved Pro Forma Adjusted EBITDAS
				Impact of
					across 36 historical large venues open prior
				Financing
					to 2019 of $210M ($5.8M / venue)1,2
				Accounting
				for Historical
				Large		• Target Adj. EBITDAS per venue of $5M
				Venues4
						driven by expected concentration of third-
						party financing and mix of venue formats
						(large, medium, and small)
		Historical			2019 Venue-
		Current			Level
		Generation			Adjusted
	Large Venues			EBITDAS5
		PF Adj.
		EBITDAS1,2
# of		36	8	10	54
Venues:

1	Excluding Las Vegas and venues opened prior to 2014. We believe current generation venues (those opened since January 1, 2014) are more representative of our newer large venues
2	Adjusted EBITDAS pro forma for our planned approach to financing new venues where third-party financed venues are expected to be classified as deemed landlord financing (DLF) versus operating lease venues
(which is how historical third-party financed venues are treated in 2019). Under GAAP DLF accounting rent expense for financed venues is classified as interest expense	54
3	Includes Las Vegas, large venues opened prior to 2014, and medium sized venues
4	Rent expense for historical current generation large venues. Under our planned approach to financing new venues, rent expense is expected to be classified as interest expense per GAAP DLF accounting
5	Before pre-opening costs and other corporate overhead

VENUE PROFITABILITY IS SUPPORTING GROWTH INVESTMENTS IN PROVEN COMPLEMENTARY BUSINESS LINES

$187M

				Summary
			• Invested ahead of growth in order to scale
			rapidly
			• Complementary business lines are poised to
($109M)			generate future profit due to strong
Overhead			foundations created 2017-2019
($18M)	($1M)	$59M
Pre-Opening	Other		• Future Adj. EBITDAS growth driven by:
Costs	Business
	Lines		•	New venue growth
			• Growth curve of Toptracer and
				International
2019 Venue-		2019 Topgolf	• More selective approach to strategic
		investments
Level		Adjusted
Adjusted		EBITDAS
EBITDAS

55

HOW TO THINK ABOUT THE FY22 ADJUSTED EBITDAS

Illustrative

Adj. EBITDAS ($M)

• Start with the FY19 Adjusted EBITDAS

$59

• • Assumes existing venues perform at 2019 levels
• Growth in the Venue business

•	Annualized FY19 venues	$15
• New FY20 and FY21 venues (13 venues * $5M/venue)	$65
•	Partial year FY22 venues (10 venues * $5M/venue * 50% open)	$25

• Growth in Toptracer business

• 8K new Toptracer bay installs in 2022 (~85% upfront per sales-type lease accounting)

• ~5K incremental bays over 2019 * $1,500 EBITDAS / Year * 4-year avg contract * 85%	$26
•	Incremental EBITDA from cumulative bay installs and renewals (~$2M / year)	$2
•	Incremental operating expenses to support Toptracer startup growth	($8)

• Overhead to deliver new Venue and Toptracer Range installs growth

	• Grow overhead expense at cost of living with additional support for new venue growth and	~($25)
	Toptracer install pace
•	Add in growth from international and media/sponsorship	TBD
•	Add in some contingency for market volatility	TBD

56

TOPGOLF COVID UPDATE & OUTLOOK

COVID-19 Initial Response

• All venues closed by March 18, 2020
• Within two weeks of venue closure, Topgolf implemented significant cost reductions, negotiated rent deferrals and trade extensions
• Reduced venue and corporate associates to essential levels to navigate closure and reopening
• Suspended new venue development until venues reopened and sufficient liquidity demonstrated
• Reduced or suspended other discretionary capital expenditures including venue maintenance, venue initiative, technology projects, and other discretionary capital expenditures
• Raised over $150M in equity (initial series H and conversion of note) from existing shareholders
• Successfully amended Topgolf's Term Loan / Revolving Credit facility to provide covenant relief through Q2'22 while maintaining operational flexibility

COVID-19 Update

• Topgolf safely reopened all venues by September 7, 2020
• Continue to manage evolving government restrictions
• Rapid return to venues with Q3 same venue revenue performance 76% vs. 2019 and recent trends improved to 80-85% in September and October

57

BRIAN LYNCH	CHIP BREWER
EVP, Chief Financial	Chief Executive Officer

Officer

Realizing the Full Potential of Topgolf

58

WELL-POSITIONED TO FUND FUTURE GROWTH

• Ample liquidity to accelerate momentum
• • More than $630M of cash and available facilities as of Q3, nearly $300M higher than same period of 2019
  • Significant projected excess capital provides cushion well above need
• Callaway investments near-complete, clear focus on Topgolf growth initiatives
• • Callaway investment in ball manufacturing, distribution centers and soft goods infrastructure now substantially complete
  • Strong cash generation to fund Topgolf domestic venue expansion
  • Toptracer Range and Media continue to be high-growth,capital-light business lines requiring minimal investment contribution
• Capable of delivering on growth plans while paying down debt
• • Funded leverage of approximately 3.6x in 2022, with opportunities to de-lever from there
  • By 2024, Topgolf is self funding and cash flow positive

Strong ability to finance growth initiatives while efficiently paying down debt

59

GROWTH CAPITAL FROM CALLAWAY WILL DRIVE PENETRATION INTO ADDRESSABLE MARKET

Capital Usage Breakdown

	Venue Maintenance
9%
Capex
27%	Other Non-Venue
Growth
	Investments1

Proven flexibility to

manage capex spend to respond to significant changes (e.g. closures)

64%	Venue Growth
	Capex

'21 - '23

Summary

• $325M in growth capital from Callaway through 2023 primarily to fund new venue growth and other discretionary investments until the company generates positive free cash flow, as projected in 2024
• Expected to drive penetration into addressable market across Venues, International, and Toptracer
• Topgolf estimates it will be free cash flow positive before discretionary investments in 2022

Proven flexibility to manage capital and development for new venues and other non-venue investments

1 Non-venue growth investments include Toptracer in-venue installs, venue initiative spend, technology initiatives, and other investments

60

WHY THIS IS A GREAT DEAL

Reasons these businesses are poised for long-term success:

Callaway business	Topgolf business
• Golf Equipment is a profitable and stable business with tailwinds from	• Will continue to provide great customer experiences / guest satisfaction
recent increases in participation	• Can continue to open ~10 owned venues per year and by 2022 these
• Golf / active lifestyle apparel brands recovering quickly and will continue
will deliver targeted EBITDAS
to focus on DTC and leveraging scale of CG business. This will deliver	• Can open 8,000 Toptracer bays per year that will deliver targeted
long term faster overall growth and operating leverage.
EBITDAS

• Callaway combined 2022 EBITDAS will be > than 2019	• Will leverage opex and drive international growth post 2022
	Combined company

• Will have adequate liquidity to fund both businesses
• Will have the ability to alter the capital needs model to respond to new external factors / volatility as it may develop. Our model and attractive shareholder return estimates are not overly sensitive to expected near term volatility
• Will have enough liquidity in the short-term to be able to weather a second full shut down related to COVID-19 and still deliver positive economic returns to shareholders

None of the above factors in the incredible upside of synergies and creating an unrivaled golf ecosystem

61

CALLAWAY + TOPGOLF = A NEW TYPE OF GOLF COMPANY

An Unrivaled Tech Enabled Golf Company Delivering Equipment, Apparel and

Entertainment

First-Mover Positioned to Create Long-term Competitive Advantages

Clear Path to Deliver Exceptional Growth and Strong Shareholder Returns

62

Q&A

63

APPENDIX

64

APPENDIX: MAJORITY OF TOPGOLF'S ADDRESSABLE MARKET REMAINS

FOR EACH BUSINESS LINE

	Domestic Venues	Toptracer Range	International	Media	Total
	Venues
	200 venues	152,500 bays1	250 venues	~2 Game Potential;
Identified path to:	$1.50 sponsorships
				revenue / visit
Unit-level Revenue2	$6-24M	$2,000 / Bay	$1.1M / Venue	N/A
Total Revenue	$3,000M	$305M	$275M	$240M	$3,820M
Adjusted EBITDAS	$3.5M	$1,500 / Bay5	$0.9M	N/A
per Unit3
Business Unit Adjusted	$700M	$230M	$225M	$110M	$1,265M
EBITDAS4

1. Assumes 23% market share of worldwide addressable market of 650,000 bays
2. For venues: assumes higher mix of Small venues in outer years of growth opportunities
3. EBITDAS. The Company provides information about its results excluding interest, taxes, depreciation and amortization expense, and non-cash stock compensation expense. Additionally, EBITDAS excludes these same line items from forecasted net income. A long-term forecast of each of these line items is not available without unreasonable efforts due to the variability of these items and the inability to predict them with certainty. Accordingly, we have not provided a further reconciliation of EBITDAS to GAAP net income.

4	Excludes overhead and opening cost	65
5	Cash EBITDAS

APPENDIX: 2022 EBITDA SUPPLEMENT AND NON-GAAP RECONCILIATION

		Combined Company
	Supplemental Financial Information and Non-GAAP Reconciliation
			(Unaudited)
					Twelve months ended December
		Twelve months ended December31, 2019	31, 2022
		Callaway Golf	Topgolf	Combined	Combined
Revenue		$1,701.1	$1,059.9	$2,761.0	$3,202.6
Gross Margin		766.8	916.0	1,682.8	2,094.9
% of Sales		45.1%	86.4%	60.9%	65.4%
Opex		634.1	990.2	1,624.3	1,948.8
% of Sales		37.3%	93.4%	58.8%	60.9%
Other Income (expense)		(36.9)	(40.9)	(77.8)	(127.3)
Income Tax Provision (benefit)		16.5	(0.2)	16.3	26.0
Net Income (Loss)		$79.4	$(114.9)	$(35.5)	$(7.2)
Interest Expense, net		38.5	40.9	79.4	127.3
Income Tax Expense (benefit)		16.5	(0.2)	16.3	26.0
Depreciation and Amortization		35.0	98.0	133.0	180.3
Non-cash Stock Comp		12.9	7.1	20.0	22.9
Non-cash Rent		0.4	16.9	17.2	10.7
Non-recurring costs and non-cash charges, before taxes	28.0	11.3	39.3	0.0
(1)
Adjusted EBITDAS		$210.7	$59.2	$269.9	$360.0

1 Callaway Golf charges include: Non-recurring transaction and transition costs associated with the acquisition of Jack Wolfskin, including banker's fees, legal fees, consulting and travel expenses, audit fees and valuations services, as well as non- cash charges related to the valuation of acquired inventory, in addition to other non-recurring advisory fees. Topgolf charges include: Venue closure costs, a regulatory settlement reserve, the remeasurement of a contingent earnout obligation, and the remeasurement of a stock-warrant liability.

Note: The Company is providing information about its long-term forecasted results subsequent to December 31, 2022, excluding interest, taxes, depreciation and amortization expense, and non-cash stock compensation expense. A long-term	66
forecast of each of these line items is not available without unreasonable efforts due to the variability of these items and the inability to predict them with certainty. Accordingly, we have not provided a further reconciliation for long-term forecasted
Adjusted EBITDAS to GAAP net income.