NortonLifeLock : Investor Presentation (opens in new window)

Combining Avast and NortonLifeLock

to Lead the Transformation of Consumer Cyber Safety

+

AUGUST 10, 2021

Copyright © 2021 NortonLifeLock + Avast. All rights reserved.

Forward-Looking Statements

This presentation contains certain forward-looking statements with respect to NortonLifeLock and Avast. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "aim", "will", "may", "would", "could" or "should" or other words of similar meaning or the negative thereof, but the absence of these words does not mean that a statement is not forward-looking.Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future prospects, (ii) business and management strategies and the expansion and growth of the operations of NortonLifeLock or Avast, (iii) the effects of government regulation on the business of NortonLifeLock or Avast, and (iv) the time frame and the expected benefits of the proposed combination to NortonLifeLock, Avast, and their respective customers, stockholders and investors, including expected growth, earnings accretion and cost savings. There are many factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Such factors include, but are not limited to, the possibility that the proposed combination will not be completed on a timely basis or at all, whether due to the failure to satisfy the conditions of the proposed combination (including approvals or clearances from regulatory and other agencies and bodies) or otherwise, general business and economic conditions globally, industry trends, competition, changes in government and other regulation, changes in political and economic stability, disruptions in business operations due to reorganization activities, interest rate and currency fluctuations, the inability of the combined entity to realize successfully any anticipated synergy benefits when (and if) the proposed combination is implemented, the inability of the combined entity to integrate successfully NortonLifeLock's and Avast's operations when (and if) the proposed combination is implemented, fluctuations and volatility in NortonLifeLock's stock price, the ability of NortonLifeLock to successfully execute strategic plans, the ability of NortonLifeLock to maintain customer and partner relationships, the timing and market acceptance of new product releases and upgrades, matters arising out of the ongoing U.S. Securities and Exchange Commission (the "SEC") investigation and the combined entity incurring and/or experiencing unanticipated costs and/or delays or difficulties relating to the proposed combination when (and if) it is implemented. Additional information concerning these and other risk factors is contained in the Risk Factors sections of NortonLifeLock's most recent reports on Form 10-K and Form 10-Q, the contents of which are not incorporated by reference into, nor do they form part of, this presentation.

These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. By their nature, these forward-looking statements involve known and unknown risks, as well as uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this presentation may cause the actual results, performance or achievements of any such person, or industry results and developments, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. No assurance can be given that such expectations will prove to have been correct and persons reading this presentation are therefore cautioned not to place undue reliance on these forward-looking statements, which speak only as at the date of this presentation. All subsequent oral or written forward-looking statements attributable to NortonLifeLock or Avast or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Neither of NortonLifeLock or Avast undertakes any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law, regulation or stock exchange rules.

Additional important information is provided at the end of the presentation.

Copyright © 2021 NortonLifeLock + Avast. All rights reserved.

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Bringing Avast + NortonLifeLock Together	+
Transaction Summary

Transaction	• Mixed cash and stock merger, with alternative consideration elections available to Avast shareholders
•	Values Avast at Equity Value of $8.1B - $8.6B1 and Enterprise Value of $8.6B - $9.2B2 depending on Avast shareholders' elections
Structure	•	Avast shareholders to own between 14% and 26% of combined company, depending on Avast shareholders' elections
			• Irrevocables from Avast Directors, including Founders, representing ~36% of Avast's share capital, to elect the Majority Stock Option
Combined	• Combined company expands to over 500 million users globally and ~$3.5 billion in revenue
•	Combined company to determine new corporate name to reflect its strategic vision and broad global prospects
Company	•	Dual headquarters in Prague, Czech Republic and Tempe, Arizona, USA, reflecting global strength of combined company
			• Vincent Pilette as CEO, Ondrej Vlcek (Avast CEO) as President, Natalie Derse as CFO
Approvals	•	Unanimously approved and recommended by NortonLifeLock and Avast Boards of Directors
& Timing	•	Transaction subject to approval of NortonLifeLock and Avast shareholders
			• Expected close in mid-CY2022, subject to regulatory approvals and other customary closing conditions

1	Based on NortonLifeLock's closing share price of $27.20 per share as of July 13, 2021, being the last business day prior to commencement of the offer period following the leak on July 14, 2021
2	Avast balance sheet data as of June 30, 2021 converted using June 30, 2021 USD:GBP exchange rate of 1.3851
	Copyright © 2021 NortonLifeLock + Avast. All rights reserved.	3

Avast + NortonLifeLock

Transaction Details

• Election feature which provides Avast shareholders with the option to choose Majority Stock Option or Majority Cash Option
• Majority Stock Option gives Avast shareholders the ability to participate in the upside and long-term value creation resulting from the combination
• Majority Cash Option delivers significant cash proceeds at a 20.7% share price premium1 to Avast shareholders who desire immediate liquidity
• Avast Directors, including Founders, representing ~36% of Avast outstanding shares have irrevocably undertaken to support the transaction and elect the Majority Stock Option2
• Avast and NortonLifeLock shareholders will be entitled to receive ordinary course dividends until completion with no adjustment to the offer price
• Depending on Avast shareholders' elections, NortonLifeLock intends to implement a share buyback program over time post- close to optimize capital structure

1. Based on Avast's closing share price of 504.2 pence as of the unaffected date, July 14, 2021 and
   NortonLifeLock's closing share price of $27.20 per share as of July 13, 2021, the last respective business days prior to commencement of the offer period following the leak on July 14, 2021, and a USD:GBP exchange rate of 1.38595 as of August 9, 2021
2. Together with the Directors' trusts, ~37% of Avast outstanding shares, have irrevocably agreed to support the transaction
3. Based on NortonLifeLock's closing share price of $27.20 per share as of July 13, 2021, being the last business day prior to commencement of the offer period following the leak on July 14, 2021, and a USD:GBP exchange rate of 1.38595 as of August 9, 2021

Avast Shareholders

can elect either:

Majority Stock		Majority Cash
Option		Option
$2.37 in cash		$7.61 in cash
+	OR	+
0.1937 of NortonLifeLock stock	0.0302 of NortonLifeLock stock
~ 31% cash / 69% stock		~ 90% cash / 10% stock
Representing 551.1 pence per		Representing 608.4 pence per
Avast Share3		Avast Share3

Copyright © 2021 NortonLifeLock + Avast. All rights reserved.

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Avast + NortonLifeLock

Generating Significant

Shareholder Value

 Subject to elections made by Avast shareholders, the range of
	possible transaction outcomes are bound by two bookends
 Avast Directors, including Founders, representing ~36% of
	Avast shares outstanding, elect the Majority Stock Option as
	per the irrevocable undertakings
	Majority Stock Bookend
	 100% of shareholders elect the Majority Stock Option
	Majority Cash Bookend

+

Bookends of Aggregate Transaction Values

Majority Stock Bookend

Majority Cash Bookend

$2.5B in Cash + $5.6B in Stock	$6.1B in Cash + $2.5B in Stock
Implied Equity Value of $8.1B / £5.8B1	Implied Equity Value of $8.6B / £6.2B1
Implied Enterprise Value of $8.6B / £6.2B2	Implied Enterprise Value of $9.2B / £6.6B2

 Avast Directors, including Founders, representing ~36%

of Avast shares outstanding, elect the Majority Stock

Option

 Remaining ~64% of shareholders elect Majority Cash

Option

 Depending on Avast shareholders' elections, NortonLifeLock

intends to implement a share buyback program over time post-

74%

Ownership by NLOK Shareholders

Increase share buyback program by up to ~$3B to optimize capital structure3

86%

Ownership by NLOK Shareholders

No expanded share buyback

	close, subject to market conditions and other capital
	requirements
1	Based on NortonLifeLock's closing share price of $27.20 per share as of July 13, 2021, being the last business day prior to
	commencement of the offer period following the leak on 14 July 2021, and a USD:GBP exchange rate of 1.38595 as of August 9, 2021
2	Avast balance sheet data as of June 30, 2021 converted using June 30, 2021 USD:GBP exchange rate of 1.3851
3	Results in a total share buyback program of ~$4.8B
4	Following completion of the merger, including expected cost synergies and taking into account the potential incremental share
	buyback program, if implemented, but excluding one-off restructuring and integration costs

Double-digit Accretive to NortonLifeLock's EPS Within the

First Full Year Following Completion4

Significant Long-Term Value Creation

Copyright © 2021 NortonLifeLock + Avast. All rights reserved.

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