Investor Presentaiton

Made public by

sourced by PitchSend

46 of 66

Creator

PitchSend logo
PitchSend

Category

Pending

Published

Unknown

Slides

Transcriptions

#1MARKET BREAK-THROUGH WITH PROVEN TECHNOLOGY INVESTOR PRESENTATION JANUARY 2023 KYOTO#2Disclaimer This presentation (the "Presentation") has been prepared by Kyoto Group AS (the "Company" and together with its subsidiaries the "Group") exclusively for information purposes. This Presentation may not be redistributed, in whole or in part, to any other person. By attending a meeting where this Presentation is made, or by agreeing to receive this Presentation, you agree to be bound by the following terms, conditions and limitations. This Presentation contains certain forward-looking statements relating to the business, financial performance and results of the Group and/or the industry in which it operates. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words "believes", expects", "predicts", "intends", "projects", "plans", "estimates", "aims", "foresees", "anticipates", "targets", "will", "should", "may", "continue" and similar expressions. The forward-looking statements contained in this Presentation, including opinions and views of the Company or cited from third party sources, are based on various assumptions. The forward-looking statements are solely opinions and forecasts, and are subject to risks and uncertainties which are difficult or impossible to predict and are beyond the Company's control. Forward-looking statements are not guarantees of future performance, and risks, uncertainties and other factors could cause the actual results of operations, financial condition and liquidity of the Group or the industry to differ materially from the expectations expressed or implied in this Presentation by such forward-looking statements. You are cautioned not to place any undue importance on any forward-looking statement. No representation or warranty (express or implied) is made as to, and no reliance should be placed on, any information, including projections, estimates, targets and opinions, contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements contained herein, and, accordingly, neither the Company nor any of its parent or subsidiary undertakings or any such person's officers or employees accepts any liability whatsoever arising directly or indirectly from the use of this Presentation. Actual experience may differ, and those differences may be material. By attending this Presentation you acknowledge that you will be solely responsible for your own assessment of the market and the market position of the Group and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the businesses of the Group. This presentation must be read in conjunction with the recent Financial Information and the disclosures therein. This Presentation is not an offer to sell, a solicitation of an offer to buy, or a recommendation regarding, any securities of the Company in the United States or in any other country, nor shall it or any part of it form the basis of or be relied on in connection with any contract or commitment whatsoever. Any offer for sale or purchase of securities will be made by means of an offer document that may be obtained by certain qualified investors from Group. Copies of this Presentation are not being made and may not be distributed or sent into the United States, Canada, Australia, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. The distribution of this Presentation may be restricted by law in certain jurisdictions and persons into whose possession this Presentation comes should inform themselves about, and observe, any such restriction. The information in this Presentation is current as of the date hereof and is subject to change. The Company and its representatives are under no obligation to update or keep current the information contained in this Presentation. This Presentation is an advertisement and is only addressed to and directed at persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2 (E) of the Prospectus Regulation (Regulation (EU) 2017/1129). The Company does not intend to register any securities that it may offer under the U.S. Securities Act of 1933 (the "Securities Act"), and any such securities may not be offered or sold in the United States absent registration under that Securities Act or an available exemption from it. Neither this Presentation nor any copy of it may be taken or transmitted into or distributed in the United States (other than to qualified institutional buyers, as defined in Rule 144A under the Securities Act) or in Australia, Canada or Japan or any other jurisdiction that prohibits the same or to any securities analyst or other person in any of those jurisdictions. Any failure to comply with this restriction may constitute a violation of United States or other national securities laws. This Presentation is confidential and is being communicated in the United Kingdom to persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (such persons being referred to as "investment professionals"). This Presentation is only directed at qualified investors and investment professionals and other persons should not rely on or act upon this Presentation or any of its contents. Any investment or investment activity to which this communication relates is only available to and will only be engaged in with investment professionals. This Presentation is subject to Norwegian law, and any dispute arising in respect of this Presentation is subject to the exclusive jurisdictions of Norwegian courts. KYOTO#3KYOTO GROUP COMPANY UPDATE JANUARY 2023 KYOTO#4Update Summary as we go into launch of Private Placement Technological development collaboration with Alfa Laval 2 new LoIs achieving target of 5 LoIs for 2022 The partnerships with Alfa Laval, Kyotherm and the two new LoIs are not yet released to the market In parallel with this the Kyoto commercial pipeline has continued to grow while the first Heatcube installation is proressing towards commissioning as planned Exploring Project financing with Kyotherm NJV installation towards commisioning KYOZO#5Potential pipeline covering multiple industries in targeted markets Storage pipeline (MWh) Total volume: >2 100 MWh (unweighted) > 780 MWh (weighted) >600 Industry Split (no of projects) Pulp & Paper 41 Assessment & Corrugated (>640) Food & Beverages 1200 Proposal (1056) (Petro-) Chemicals 312 Negotiation (248) CHP 5 20 Construction Others 4 Assessment: Identified opportunities, dialogue initiated, not all potential storage sizes quantified (targeting phase, 10% probability) | Proposal: NDA signed, commercial offer sent to and under evaluation by customer (Evaluating phase, Ø 50% probability) | Negotiation: LoI signed, commercial contract in negotiation (Negotiation phase, Ø 70% probability) | Construction: Currently in installation (Installation phase, 90% probability) 11 Geographical Split 41 14 Spain 24 United Kingdon 3 Germany 3 Norway 2 Denmark 3 Others 6 KYOZO#6Kyoto offers the Heatcube ™ with two commercial models The market break-through is expected roughly with a 50/50 volume split on the two commercial models Heat as a Product (HaaP) Traditional Product Sale o EPC or direct sales 。 Support and service agreements with customers 。 One-time payments Heat as a Service (HaaS) Heat Sales to Customers o Heat purchase agreements (HPA) 。 Operated by Kyoto and/or partner o Recurring stable, long-term revenues KYOTO#7Second Letter of Intent (LOI) in Food & Beverage Industry Kyoto's partner in Spain Background • Leading olive oil producer in Spain Renewable solution for heat generation for wastewater treatment o Replacing natural gas boiler reducing the CO2 emission and giving a competitive advantage for the client's operation Status о Thermal storage of 64 MWh 。 Annual capacity of up to 34 GWh thermal energy О Partner will install solar panels, so the Heatcube will ensure emission-free heat production both day and night Goal o Commissioning during the second half of 2023 > Over 50 olive oil plants in Spain alone "We have always been committed to making our products in an ecological and sustainable way. The Heatcube will enable us to substantially reduce the consumption of natural gas for heat during the production process, making our oils even more sustainable." Technical Director, Kyoto's partner KYOTO#8Third Letter of Intent (LOI) in Food & Beverage Industry "Sustainability and the use of renewable energy are fundamental targets for our owners. Our motivation for working with Kyoto is to provide a stable and cost-effective supply of sustainable process heat from the Heatcube, and we look forward to maturing this project further" Production and technical manager, Kyoto's partner Kyoto's partner in Hungary Background • Leading sugar and alcohol producer in Hungary o Replacing natural gas boiler reducing the CO2 emission and giving a competitive advantage for the client's operation Status О ○ Thermal storage of 64 MWh Annual capacity of more than 20 GWh thermal energy Goal 。 Commissioning during late 2023/ early 2024 KYOTO#9Exploring project financing with Kyotherm Significant strategic synergies, LoI signed, currently negotiating commercial terms Kyotherm is an investment company backed by institutional investors that specializes in third-party financing of renewable heat production projects and energy efficiency projects. KYOXO KYOTO Project SPV + K KYOTHERM investing in clean energy o Kyoto to provide technology (EPC and O&M) 。 Kyotherm to provide financing (Heatcube capex) BREAKING NEWS#10Technology development collaboration with Alfa Laval LoI signed, currently negotiating scope & commercial terms for technology development agreement Alfa Laval is a world leader in heat transfer, fluid handling & separation KYOXO KYOTO + t Joint development of new innovative technologies for o recovery, transfer and storage of waste heat 。 heat transfer from electrical heater to various sources of heat using molten salt BREAKING NEWS#11From start-up to scale-up At market break-through with proven technology Focus on thermal energy only 2016 。 Kyoto is incorporated 2019-20 o Product validation • Hydro and Valinor Mid-term project opportunities Trial pilot installation 2021 o The first order Growth listing • Euronext • New Board 。 New Team Management 2022 o First Heatcube™ installation • Mercury Energy 。 Kyoto Technology Spain 2023-2025 。 Potential pipeline of projects; organic and structural growth Commercial demo 。 Kyoto Technology Denmark o Go-2-Market Partnership o R&D Collaboration with KTH o Heatcube 2.0T#12Key developments towards 2025 targets Revised Kyoto targets 2022 o First commercial installation • Signing of several commercial orders, with large industrial companies o Doubling of organization • Explore M&A opportunities and financing 2023 。 New installations in H2 2023 o Signing of 5-10 commercial orders anticipated o HaaS / HaaP volume split of around 50/50 anticipated o Solid market presence in Spain established o Organizational scale-up capabilities well established 2024 o Strong foothold in key markets established o Accelerating industrialization of the Heatcube o Signing of additional 10-20 commercial orders anticipated o Increasing focus on profitability, approaching break even 2025 > 2000 MWh storage capacity installed o EBITDA break-even o LCOS <15* EUR/MWh o CapEx <40 EUR/kWh o A billion NOK revenue company *LCOS = Levelized cost of Storage Capacity KYOTO#13MT & BOD with extensive industry and scale-up experience Camilla Nilsson Håvard Haukdal Bjarke Buchbjerg Chief Executive Officer Chief Financial Officer Chief Technology Officer Tim de Haas Chief Commercial Officer Peter Iversen Chief Manufacturing Officer Susanne Vinje Chief Supply Chain Officer Agnieszka Sleds Chief Project Officer Henrik Holck-Clausen Chief People & Culture Officer YARA Hydro Hydro SIEMENS Gamesa AKER BIOMARINE RAMBOLL Hafslund Capgemini MAERSK Eivind Reiten Thorleif Enger Arne Erik Kristiansen Pål Selboe Valseth Chairman Board member Board member Board member Ivar Andreas Valstad Board member Hydro CLEAN MARINE C BRIO Hans Olav Kvalvaag Board member KYOTO#14Company highlights At market break-through with proven technology Extensive global heat potential for electrification Proven, modular Heatcube technology Strategy with clear commercial priorities concluded On the door-step to market break- through Strong eco-system for execution Key financials and targets • 50% of the global energy is used for heat production, and decarbonization through electrification requires energy storage • The global addressable market for Kyoto's Heatcube comprises of 11,000 TWh equal to more than 1 trillion euro* Kyoto's Heatcube is a modular and scalable thermal storage solution that is built on the molten salt technology used since 20+ years within the Concentrated Solar Power (CSP) • Driven by the continuous technology development, scaling up and optimizing the supply chain, the targeted CAPEX is set to 40 €/kWh of storage for 2025 • Based on market analysis, 5 focus markets and 6 key industries have been identified The value for the industry is primarily created by load shifting and participating in the reserve market and is offered either as Heat-as-a-Product (HaaP) or as Heat-as-a-Service (HaaS) In 2022 Kyoto gained significant traction in the market and is expected to sign 5-10 LoIs with partners in different targeted industries and geographies • A current potential pipeline with more than 1800 MWh storage demand to ensure a continuous growth Established a strong eco-system of partners and suppliers optimizing pre-assembling of the modules as well as ensuring a scalable project execution organization Backed by a senior industrial board of directors, the multi-national management team carries over 120 years of relevant scaling-up and industrial experience leading a highly diversified organization • Unit economics shows attractive cases with target EBITDA margin levels around 25% • Within 2025 several 1000 MWh of thermal storage is expected to be installed generating profitability#15Kyoto at a glance At market break-through with proven technology 1 EUR 1 000 billion market* to electrify process heat 2 Proven Technology 3 Competitive cost position KY At market break-through with 2 100 MWh in pipeline** 2/3 of industrial energy demand is for heat, not electricity 90% of industrial heat generation comes from fossil fuels Geopolitical situation fuelling the need to replace existing industrial gas boilers Serviceable Addressable Market for Kyoto around 11 200 TWh or EUR 1 000 billion* Well positioned to be market leading Potential to become market leading Innovative application of proven technology, storage of energy in molten salt, coupled with electric heater and steam generator Relevant patents and world class engineering competence acquired through acquisition and organic growth First mover advantage, 1-2 years ahead of competition Plug and play solution to replace currently installed industrial gas boilers to deliver process heat of 170-525°C *Based on Aurora report 2021; **Includes customers where a dialogue is initiated, as well as customers in negotiations and under contract Attractive business case Competitive thermal storage solution with 2025 targets of LCOS of <20 EUR/MWh heat output and CAPEX of <40 EUR per kWh installed storage capacity Expected EBITDA contribution of 25% from HaaS Heatcube installation Solid recurring revenues based on 50% sales from Heat as a Service (HaaS) with revenues from 2023 and targeted EBITDA break-even at latest 2025#16EXTENSIVE GLOBAL HEAT POTENTIAL OUR MARKET OPPORTUNITY KYOTO#17Decarbonization impossible without energy storage Free sta Time merg The world is not on track to limit the rise in global temperature to 1.5° celcius... Urgent need for energy transition and electrification through renewables The challenge: Unmatched supply and demand KYOTO#18Geopolitical situation in Europe. Fueling the need for reduced industrial gas consumption and demand for Kyoto's solutions The Economist Google's health ambitions Modelling Insurrection risk The ECB's next headache Vying for the Asian-American vote Why Putin hates the West The Economist Can Europe stick together over Ukraine? What Biden can learn from Truman The business trip is back The Economist THE RIGHT WAY TO FOR THE ENERGY CRISIS POWER PLAY The new age of energy and security America's next mining boom Canada's assault on free speech Who wins from a wage-price spiral? A Starship is born Putin's botched job War or not, he has miscalculated KYOTO#19Heat accounts for half of global energy consumption Global energy demand Heat 50% Transport 30% Indust. processes Buildings Agri 50% 47% 3% https://iea.org/reports/renewables-2020/renewable-heat Electricity 20% 89% of heat produced by fossil and non-renewable fuel sources make up 40% of global CO2 emissions KYOTO#20Intra-day price volatility is 4-5x higher compared to 2018 Price volatility expressed as 5 cheapest hours vs 6am-10pm Change in price volatility (€/MWh) 2018 2022 38 80 78 00 84 18 17 17 14 11 ES DK1 FR DE NL Source: ENTSO-E 89 。 Share of renewable energy in the energy mix continuously increases 。 The flexibility on supply side results in higher intra- day price volatilities o Increased number of hours with negative prices are expected KYOTO#21Supply am Kyoto's Heatcube™ enables industrial partners to benefit from off-peak electricity prices and from participating in the reserve market Load Shifting Reserve Market Cheap off peak energy Time Free solar energy Unscheduled event Power Expensive peak energy 30 S Primary control reserve Capacity price ■ Since 01.07.2019 daily auction 5 min Secondary control reserve ■ Energy and capacity price Daily auction 15 min Tertiary control reserve Energy and capacity price Daily auction pm KYOTO#2211 200 TWh or more than EUR 1 000 billion* market potential Temperature ranges and example for industrial processes Very-high-temperature heat (>1,000°C) Melting in glass furnace, reheating of slab in hot strip mill, and calcination of limestone for cement production Global Heat demand and investment requirements* [TWh/year] 25 900 High-temperature heat (400-1,000°C) Steam reforming and cracking in the petrochemical industry Medium-temperature heat (100-400°C) Drying, evaporation, distillation, and activation Low-temperature heat Washing, rinsing, and food preparation (≤100°C) TAM 11,200 SAS > EUR 1 000 billion investments required *Aurora 2021=> https://f.hubspotusercontent40.net/hubfs/8855495/documents/2021-11-25%20Aurora%20-%20Kyoto%20presentation%20CMD%20Q4%202021.pdf TAM (Targeted Addressable Heat Market) = Global heat demand - heat demand outside the industry SAS (Serviceable Addressable Segments) = TAM - heat demand outside relevant temperature range - existing low-carbon heat + pre-heating demand KYOZO#23PROVEN MODULAR HEATCUBE TECHNOLOGY KYOTO#24The origin of proven Kyoto Heatcube™ technology Solar thermal power stations in the world o Operational: 57 。 With a storage capacity: 28 o Announced & under construction for future use: 21 Sun 1 An array of mirrors is used to concentrate and reflect sunlight 2 The sunlight is reflected onto a receiver tower that superheats a circulation of salt Receiver tower 5 Cooled salt is collected and sent through the system again COOL HOT Air-cooled condenser Illustration source: Inside Climate News inside climate news Powerlines Steam generator Generator Turbine Heliostat array Thermal 3 The heated 4 The steam energy salt is pumped storage through a steam generator powers turbines, generating electricity KYOTO#25Heatcube 2.0 for serial production Improving energy density from 47 kWh/m2 to 233 kWh/m2 。 Major energy density improvement 。 Significant material cost reduction O Same amount of valves for 3,7X more energy stored O O O Control system optimization 。 Hydraulic design improvements Construction optimization, cost and time KY 0x0000000 000 CODICIO Heatcube 1.0 (20 MWh, 450 m2) KYOXO Heatcube 2.0 (56 MWh, 240 m2) KYOTO#26Heatcube 2.0 Key competitive advantages ○ Energy density 。 Charge/discharge simultaneously • Dispatchable, < 1min response ○ Stable delivery of steam (temp) 。 Cost AWM KYOXO KYOTO#27Heatcube 2.0 Key Metrics 。 Charging capacity: 10, 20 or 30MW 。 Storage capacity: 16 – 96 MWh 。 Storage time: long duration (> 8 hours) o Discharge capacity: up to 5 MW o Discharge in form of steam ○ Temperature range of steam: 170-415 C о о 0 0 Lifetime 25 years RTE of more than 90%* Less than 1 minute from standby to charge, discharge or simultaneous charge and discharge Footprint: 170 sq.m - 310 sq.m Height: -15m Weight: 400 MT - 1,500 MT * Based on size, total heat produced and the ambient conditions of the specific area. KYOZO KYOTO#28Modular applications of the Heatcube Same product, multiple configurations drive flexibility and reduce cost Heat... to molten salt heat exchanger .333. เด Storage and Circulation System Steam Generator Turbine Electricity m Electricity Resistive heaters KYOXO Heat [] 333. Molten salt to liquid/air heat exchanger#29Heatcube unit economics Heatcubes come in multiple configurations, and EBITDA contributions vary across countries and client user patterns Heat price Power, Grid tariffs* ** Medium - HC 10.64.5 Demand of 20,000 MWh/year Industry: Food & Beverages 80 EUR/MWh - Large HC 20.88.5 Demand of 35,000 MWh/year Industry: Food & Beverages 80 EUR/MWh 59 EUR/MWh 60 EUR/MWh and flexibility reserve' *** O&M* 2 EUR/MWh Anticipated EBITDA contribution*** = 18 EUR/MWh 396 000 EUR/year 1 EUR/MWh = 20 EUR/MWh 700 000 EUR/year * RTE (Round-trip Efficiency) of 90% | ** Comparable to a PPA price 40-50 EUR/MWh | *** 5-15% reduction in charging cost when participating in Frequency Reserve Markets KYOTO#30Heatcube CAPEX roadmap On track to deliver on target CAPEX roadmap, establishing a solid foundation for the Heatcube platform Heatcube 1.0 Capex composition Heatcube components + "Good for All" developments Battery & Energy management * systems Gen2.0 engineering + Site assembly + Contingency = CAPEX, off grid · ** Heatcube 2.0 Today Volume effect, design/engineering optimization, sourcing in Asia EUR 40/kWh * Developments that will be beneficial for a group of installations, hence proportion of cost is allocated to each installation ** Site preparation costs and grid connection costs vary significantly for different client sites and need to be carried by each client KYOTO#31Heatcube Levelized Cost of Storage (LCOS) roadmap Strenghtening ambition - Kyoto targets 2025 LCOS <15 EUR/MWh LCOS (EUR/MWh) = Sum storage costs over lifetime (EUR) Sum produced heat over lifetime (MWh) The Levelized Cost of Storage (LCOS) reflects the total cost of the storage technologies on a per output unit basis 。 Heat storage comparisons for LCOS indicates a very competitive edge for the Heatcube technology 。 Original target for 2025 was LCOS < 20 EUR / MWh 。 Updated analyses indicate that we currently are slightly north of 20 EUR/MWh 。 We continue to chase for improvements and strengthen our target to 2025 LCOS <15 EUR/MWh KYOTO#32Competitive landscape First mover advantage with proven technology, only molten salt company with heat as value proposition Technology Maturity [GWh] 100 Value Proposition = Heat KYOKO Molten salts 10 LUMEN 'N 1 0.1 150 EnergyNest The Thermal Battery company" ETC 400 *Based on officially available data hyme BRENMILLER ENERGY RONDO Solid ALUMINA ENERGY 650 900 1150 1400 1650 Maximum Temperature* [°C] Source: KTH Royal Institute of Technology in Stockholm, Sweden, 2022 оо Cost*: 15 €/MWh 50 €/MWh 600 €/MWh KYOTO#33EXISTING PROJECTS ON TRACK KYOTO#34Nordyllandsværket project progress Towards commissioning Jan 2023 О Permits received, foundation cast, tanks installed and salt melted, SGS installed, piping initiated О "Best of breed" Gen 1.0 solution under installation. Key learning essentials to develop Gen 2.0 • Expected commissioning scheduled to start in January 2023 B KYOTO#35MoU with Hydro REIN to develop combined renewable energy & thermal energy storage solutions for industrial players REIN Hydro + KYOTO Agreed on a joint go-to-market approach to industrial clients: • Hydro REIN offers guaranteed renewable energy o Kyoto Group's Heatcube offers renewable heat 。 Kyoto Group will co-design the solution and participate in serving the clients Target of 3 to 5 pilot and commercial projects over the next two years with identified clients 。 Guaranteed renewable energy and heat on demand o For industrial clients to decarbonize and optimize both their energy consumption and heat demand KYOTO#36Letter of Intent (LOI) after winning Hungarian tender Spearheading into cogeneration industry in Spain Background • Competitive tender in Hungary to install thermal energy storage solution at a major power plant о Best solution out of six competing technologies Status 。 First power-to-heat-to-power configuration of Kyoto's Heatcube о 56 MWh of thermal storage, which will be connected to a steam turbine providing electricity back to the grid 。 Annual capacity of more than 5,000 MWh electricity Goal o Commissioning during the second half of 2023 "We're impressed by the potential of the Heatcube. It was selected as the most suitable and cost-effective solution. We're excited to be working with the Kyoto team to realize this innovative project, which is important to integrate more renewable sources in the energy mix" Tamás Pusztai, REG CEO of Reliable Energy Group KYOTO#37Letter of Intent (LOI) in Corrugated Cardboard Industry Implementing a reference project for >600 plants Background on Glomma Papp o Designing, developing, and manufacturing packaging and display solutions for business markets since 1931 o Glomma Papp AS's vision is to inspire and improve Status о Thermal storage of 40 MWh o Annual capacity of up to 12 GWh thermal energy o Reduction of up to 2.700 tons of CO2 annually Goal o Commissioning planned for during the summer of 2023 Glomma Papp "This is further proof of our commitments to sustainability and to reducing CO2 emissions from our processes and actively being a part of the green transition for the corrugated industry. Kyoto's Heatcube™ offers an interesting potential for us [...]" John Stevenson, Technical Manager Glomma Papp AS Over 600 corrugated cardboard plants in Europe largely using fossil fuel today Standardized processes and equipment in most plants o Industry is required to decarbonize their Ireland processes and meet new environmental Portugal standards Estonia Latvia North Ses Denmark Lithuania Belar Hung Rom 5 oatia Serbia Bulgaria ista Greece KYOTO#38Letter of Intent (LOI) in Cogeneration Plants Spearheading into cogeneration industry in Spain Background Client with several cogeneration facilities in Spain • Provides a competitive advantage for the client's operation and reduction of CO2 emissions Status o Thermal storage of 88 MWh 。 Annual capacity of more than 40 GWh thermal energy о Reduction of more than 9.000 tons of CO2 annually Goal o Commissioning during the second half of 2023 Several plants in the same group in Spain KYOTO#39Letter of Intent (LOI) in Food & Beverage Industry Spearheading into food industry with Spanish producer Background o Among market leaders within its segment in food sector in Spain Renewable solution for heat generation for food production о process and wastewater treatment Replacing natural gas boiler giving a competitive advantage for the client's operation Status o Thermal storage of 64 MWh Over 50 olive oil and tomato plants just in Spain О Reduction of more than 3.000 tons of CO2 annually o Utilizing solar energy, the Heatcube will ensure emission-free heat production both day and night Goal o Commissioning during the second half of 2023 Baking Seafood 29% Animal food 5% O 7% Dairy 7% 13% 31% 8% Sugar Fruit and vegetable Other 。 Annual capacity of up to 20 GWh thermal energy KYOTO#40APPENDIX KYOTO#41Key financial highlights 1H 2022 EUR 1.4m Investment in Heatcube™ technology EUR -3.0m Net loss 30.06.22 EUR 6.9m Cash position 30.06.22 EUR -3.3m Cash from operational activities • The funds has been allocated to: Building and installation of Heatcube TM at Nordjyllandsværket Organization has tripled during the first half of 2022 Expansion of footprint, established Kyoto Technology Denmark and in the process of establishing Kyoto Technology Spain Acquiring of Mercury Energy in Spain • Investment in development of next generation Heatcube TM Changed functional currency from NOK to EUR KYOZO#42P&L All figures in EUR (unaudited) Note H1 2022 H12021 OPERATING INCOME AND OPERATING EXPENSES Employee benefits expense 1 1 196 580 694 829 Other expenses 1 1847 915 Total expenses 3 044 495 900 655 1 595 484 Operating profit FINANCIAL INCOME AND EXPENSES Interest income from group companies Other interest income Other financial income Other interest expenses Other financial expenses Net financial items Net profit before tax Income tax expense Net profit after tax Half-year result -3 044 495 -1 595 484 47 0 322 19678 2166 3 988 2 959 478 2 381 977 15 500 5 492 -3 028 994 -1 589 993 0 0 -3 028 994 -1 589 993 3 -3 028 994 -1 589 993 KYOZO#43Balance sheet All figures in EUR (unaudited) Note 30.06.2022 30.06.2021 Note 30.06.2022 30.06.2021 ASSETS Non-current assets EQUITY AND LIABILITIES Equity Intangible assets Paid-in capital Research and development Deferred tax assets 8 4 396 222 1 034 525 Share capital 3 25 290 24 835 0 Total intangible assets 4 396 222 507 568 1542 093 Share premium reserve 3 10 141 129 16 105 268 Other paid-up equity 3 Total paid-up equity 328 078 10 494 497 1040 903 17 171 006 Property, plant and equipment Equipment and other movables 8 Total property, plant and equipment 8.235 8235 8378 8378 Total equity 10 494 497 17 171 006 Liabilities Non-current financial assets Investments in associated companies 2 5414 0 Other long-term receivables 6 73 831 372816 Other non-current liabilities Other non-current liabilities 9 Total non-current financial assets 79 245 372 816 Total non-current liabilities 231 918 231 918 235 949 235 949 Total non-current assets 4 483 702 1923 288 Current assets Current liabilities Trade payables Public duties payable 6 357 878 353 612 6 189 856 86 834 Debtors Other current liabilities 6 385 456 54 542 Other short-term receivables 6 306 049 356 887 Total current liabilities 933 190 494 988 Receivables from group companies 7 Total receivables 9881 315 931 0 356 887 Total liabilities 1 165 108 730 937 Cash and cash equivalents Total current assets Total assets 6 859 973 15 621769 Total equity and liabilities 7 175 904 15 978 656 11 659 605 17 901944 11 659 605 17 901 944 KYOZO#44Cash flow All figures in EUR (unaudited) CASH FLOW FROM OPERATING ACTIVITIES Profit/loss before tax Impairment of fixed assets Change in accounts payable Change in intercompany balances Change in other accrual items Net cash flow from operating activities CASH FLOW FROM INVESTMENT ACTIVITIES H1 2022 H1 2021 -3 028 994 -1 589 993 0 2 949 -348 516 63 514 -99 458 0 207 365 92 903 -3 269 603 -1 430 626 Investments in subsidairies -5 414 0 Payments to buy intangible assets -1 377 768 -530 771 Net cash flow from investment activities -1 383 182 -530 771 CASH FLOW FROM FINANCIAL ACTIVITIES Change in convertible debt. Proceeds from equity Sale of own shares Purchase of own shares Currency adjustments Net cash flow from financial avtivities 0 -221 202 21 522 17 122 507 0 649 899 -22 962 0 -258 594 -784 -260 034 17 550 420 Net change in cash and cash equivalents -4 912 819 Cash and cash equivalents per 01.01. 11 772 792 15 589 022 32 746 Cash and cash equivalents per 30.06 6 859 973 15 621 768 KYOZO#45Heatcube 1.0 Resistive Heater Steam Generation System Molten Salt Vessel Yara Most KY OXO000 COOCCIO Auxiliary Container Circulation System Site Preparation Resources Illustration: Friis & Moltke Architects KYOTO#46Heatcube 2.0 KYOZO#47Decarbonization of industrial heat demand Annual CO2 emission reduction by 2025 equal to >71,000 cars 2025 >2,000 MWh of storage capacity installed CO2 Reduction of >130,000 ton CO2 emissions pr year Equivalent to emissions from >71,000 diesel cars** Assuming Heatcube utilization of 84% annually | * Combustion of NG: 0.2 ton CO2/MWh, 85% efficiency | ** Avg CO2 emissions from Diesel vehicles of 1.83 ton/year KYOTO#48Thermal storage is cost competitive with fossil heat when including carbon tax or at low electricity costs McKinsey/LDES: Comparing the LCOH for fossil-based and renewable solutions 2022 CO2 emissions cost Heating element Storage Fuel Other costs (electrolyzer, ccs, etc) Levelized cost of heat for selected technologies¹, $/MWh 2.1 $/kg of H2 Electrolyzer CCS³ Thermal storage X tCO₂/MWh Reference slide from MCK/LDES Heat pump-based technologies are limited in maximum output temperature that can be handled by a compressor; they also require heat source as input 0 Thermal storage Heat Pump with MVR and thermal storage 0 Heatcube ■ Able to serve medium to high temperature industrial heat demand ■ Gives access to lowest possible power prices Heat pump technologies ■ Limited in maximum output temperature (low temperature heat) ■ Heat source as input Gas boiler Electric boiler w/ RES and battery Hydrogen boiler Biomass boiler² Gas boiler with CCS Electric boiler RES and thermal storage Heat Pump with MVR and battery 0 0 0 0.03 0 0.19 1. Steam production 2. Biofuels cost vary regionally and can have a very broad range 3. CCS @ 108 USD/tCO2 Source: Net Zero Heat storage business case calculation, LDES Council Net Zero Heat storage industry benchmark 2022 DIS 8 Heatcube™ is the most mature and among the lowest cost solutions based on thermal storage KYOZO#49Strong Kyoto organization for scaling established A CEO Camilla Nilsson Chief People and Culture Officer Henrik Holck Clausen Chief Finance Officer Håvard Haukdal Chief Supply Chain Officer Susanne Vinje People Manager/ Business Partner Britta Riedel (01/11) IT Gustavo Zaera Chief Manufacturing Officer Chief Commercial Officer Chief Project Officer Agnieszka Sledz Peter Iversen Senior Controller Procurement Manager Christine Samal Manufacturing Engineer Pankaj Verma QHMS David Mähede Tim de Haas Business Development Manager Simen Valamo Document Controller controter Rebekka Opsalhagen Marketing Director Project Director Lelagh Trewhella Adriano Falsia Business Support Associate Elena Davydova Grants Manager Andre Svanes (01/11) Project Director Julio Rial Tsuha (01/11) TPL/Electro Technology Director /MD Kyoto Techn Spain Andres B. Borrero C Instrumentation and Control Belen Sarmiento Camara Mechanical Engineer Jorge Inglessis Chief Technology Officer Bjarke Buchbjerg Test Lead Sharat Pathi Test Site Lead Torstein Halvorsen Automation. Engineer Jens Brunsvik Coordinator Alberto Lopez Florenciano EH Specialist James Brown 33 employees spread over 3 countries divided on 12 nationalities with an average of 13 years of experience and 30% females and world leading molten salt engineering expertise Commercial Director Spain/Iberia Sanchez 3D Designer TPL/Mechanical Pedro Montoro Victor Orellana Commercial Director Northern Europe Lars Martinussen (01/12) Administrator Teresa Laffitte IT & Digitalization Gustavo Zaera Process Engineer José I. Romero Electro Engineer NN KYOTO#50Extensive molten salt engineering experience in-house Significant experience in molten salt, thermal energy & large-scale projects Sevilla, Spain Oslo, Norway Engineering Coordinator Alberto López Florenciano M.Sc. Mechanical Engineer >10 yrs in EPC projects in CSP power plants with thermal energy storage and in chemical factories, including site engineering management Simulation Engineer Jorge Inglessis M.Sc. Mechanical Engineer 10 yrs in FEA and CFD modelling of CSP plant components and processes, including molten salt tanks 3D Designer Victor Orellana Cocinero M.Sc. 11 yrs of 3D Modelling Design in EPC projects with thermal energy storage in molten salts acciona ABENGOA virtuaimoch us S GEPE Instrumentation & Control Belén Camara M.Sc. I&C Engineer 10 yrs in EPC projects, CSP plants with thermal energy storage in molten salt and steam Test Leader Sharat Pathi PhD Chemical Engineer 14 years of experience in Process design, optimization, process simulation, heat & material balance etc. CiCi ABENGOA GHENOVA Senior Process Engineer José Ignacio Romero M.Sc. 10 yrs in EPC projects and R+D with thermal energy storage EH Specialist James Brown Post Doc 15 yrs of experience in R&D, engineering management & development large electromechanical (electrical heaters) Administration & Control Teresa Laffitte Solis MBA ABENGOA ABANCE AENOR Ebro * Detailed competency description to be viewed in appendix product HEAT © Essilor KONGSBERG Test Site Lead Torstein Halvorson B.Sc. 30+ years of experience in production & production engineering in the opti metrics industy Contracted Partners Royal Institute of Technology Rafael Guedez, PhD Silvia Trevisan, PhD KTH VETENSKAP OCH KONST RPOW Consulting * Trusted engineering partner ЯРОШ CONSULTING/ Automation Engineer Jens Brunsvik M.Sc. 10 yrs of experience in software engineering and design AACSP Consulting * Trusted engineering partner AALBORG CSP -Changing Energy KYOTO#51Scalable project organization How to secure multi project execution without building fixed cost о A scalable organization that can grow/shrink fast based on number of projects/contracts 。 Strategic & Tactical Resources are kept internal 。 Operational resources - Majority Kept external to; о Avoid building fixed cost о Avoid resources not being used о Meet various markets and geographies • Engineering, Procurement and Manufacturing are remaining as separate departments from the project organization Engineering Strategic Tactical Project Controller Chief Project Officer Document Controller 2 Project Engineers (Mechanical + Electrical) Project Planner Kyoto Group Employees Project Director Project Director 1 2 Project 1, 3, 5 Project 2, 4, 6 Site Mgr P1 Site Mgr P2 Installation Electrical P1 Installation Electrical P2 Procurement Operational Installation Mechanical P1 Installation Mechanical P2 Manufacturing Kyoto Employees stallation Partner Project Execution Partner Commissioning Partner Kyoto Group Employees Commissioning P1 Commissioning P2 Mix of Kyoto Employees & Consultants Established partnerships in our main markets KYOTO#52Solid collaboration platform in the Heatcube value chain Strategic partners with extensive thermal energy & molten salt experience R&D KZOYO KTH VETENSKAP OCH KONST KAOYO Heat as a Product Heat as a Service Engineering Sourcing & Manufacturing KAOYO KAOYO Assembly/ Installation KAOYO REIN Hydro ЯРОШ CONSULTING/ Vulcanic CD CD ЯРОШ CONSULTINGA CD AALBORG CSP KLAUS UNION QUALITY IS OUR SUCCESS YARA AALBORG CSP Fumagalli SpA VALVES AALBORG CSP KYOTO#53World class energy storage and molten salt expertise о Acquisition of Mercury Energy 000 Expansion of Kyoto's geographic footprint Mercury Energy brings significant IPR for molten salt Owner of Mercury Energy, Andres Barros Borrero, joined Kyoto as part of the acquisition О Collaboration agreement with KTH о Financed by Kyoto, led by Silvia Trevisan, supervised by Bjarke Buchbjerg and Rafael Guédez • Focusing on research and material development KYOTO#54RISK FACTORS APPENDIX KYOTO#55Risk Factors (I/VII) 1. Risks related to the business of the Company The Company has no operating history and the commercialization of its business model is uncertain The Company is currently in a development stage and has only entered into certain commercial contracts for the Heatcube thermal energy storage solution. The Company has to date financed its operations by raising capital from new and existing stakeholders as well as receiving public funding. There can be no assurance that the Company is successful in attracting further customers that are willing to make the necessary adjustments to their existing facilities to be able to utilize the HeatCube Thermal Battery and associated services. To proceed in its development, the Company must continue to succeed in attracting customers for commercial projects and such projects must prove successful and motivate the customers to enter more comprehensive agreements as well as proving the viability of the HeatCube Thermal Battery to other prospective customers. No assurances can be given that the Company will be successful in recruiting and retaining the customers it needs to become a profitable enterprise. The Company is a growth company, is not fully financed (nor following the Private Placement) and has made certain assumptions about the costs and funding requirements to grow and optimize its operations. If the Company's estimates are incorrect, it could lead to the need for additional financing sooner than expected, failing which the Company may not be able to achieve profitability. Furthermore, the contracts, rights and obligations of the Company are likely to carry a higher degree of uncertainty and risk than more mature businesses. The Company's business is dependent on its ability to scale its technical infrastructure and organization The Company is a start-up and has only carried out a limited number of demonstration projects and has limited operational history. The Company is targeting rapid growth over the next few years, which may require additional managerial, operational, sales, marketing, financial and other resources. There can be no assurance that the Company will be successful in achieving and realizing its development and commercialization plans, and its contemplated upscaling of operations. The Company's business, results of operations and financial position and the development and commercialization of its services will depend, in part, on its ability to manage future growth effectively for which no assurances can be given. The Company is in a development stage and has only carried-out pilot projects To date, the Company has only carried out a limited number of demonstration projects. The Company is currently in the process of carrying out its first commercial project for a paying customer which has reached key milestones but which is not yet completed. The Company's business model, technology and partner network have therefore not operated on an ordinary course basis. There is consequently a risk that such ordinary course projects never will take place or that the Company's products or business model is considered inefficient or inadequate for the customers the Company targets. The Company depends on protecting its proprietary technology and intellectual property rights The Company's business is based on its proprietary technology, particularly its HeatCube Thermal Battery technology, the method of assembling and installing the HeatCube Thermal Batteries, as well as the Kyotopia control system. The Company's IPR consists primarily of a combination of trade secrets, know-how and confidential procedures. The Company has also filed a patent application in Norway related to the HeatCube Thermal Battery (in addition to a second pending patent application pertains to Butterfly z-axis, which is not currently utilized in the Company's business), but with no certainty of issuance. Further, the Company has or is in the process of applying for four trademarks in Norway. The Company is exposed to risk that others may use the Company's technology or business model. The Company's main product HeatCube consists of known components and may be replicated by competitors. The Company currently only has exclusive rights to trade secrets and know-how and are exposed to information leakage. The Company cannot assure that its know-how and trade secrets will provide the Company with competitive advantage, as the know-how and trade secrets may become known to or be independently developed by others including the Company's competitors, regardless of measures the Company may take to try to preserve the confidentiality. The Company cannot give assurance that its measures for preserving the secrecy of its trade secrets and confidential information are sufficient to prevent others from obtaining such information. KYOZO#56Risk Factors (II/VII) The lack of proper and clearly defined confidentiality and IPR regulations in employment and consultancy agreements, or lack of agreements/regulations at all, may also expose the Company of risks related to breach of confidentiality, IPR and/or weak IPR protection for the Company. Loss of key personnel may also create a risk that such personnel may exploit knowledge, information and know-how to the detriment of the Company, and/or that the Company may face difficulties to operate its technology or business methods as a result of the loss of such personnel. There is also a risk that competitors or other third parties may claim that the Company does not have rights or exclusive rights to the intellectual property it uses, or that such competitors utilize or even obtain rights to, know-how and trade secrets that the Company utilizes. The Company is dependent on external suppliers and is exposed to risks relating to subcontractors The Company's business model is to use external suppliers for, among other things, components in its HeatCube Thermal Battery through a supplier/partner network. The Company's current business model largely relies on components for the HeatCube Thermal Battery being readily available from a host of different suppliers in various markets. Partly for that reason, the Company does not have any material supply or partner agreements. This lack of committing supplier contracts may expose the Company to risks related to delays, cost overruns, a lack of willingness to trade with the Company, errors with products, etc. This risk is enhanced in the current geo-political environment, which has and is expected to continue to have an impact on the Company's access to components from external suppliers. For instance, in November 2021 the Company entered into a battery lease agreement with Aalborg Forsyning in Denmark, pursuant to which the Company will install the HeatCube Thermal Battery at Nordjyllandsværket's power plant outside Aalborg as a commercial demonstration unit. The battery is currently under construction and is expected to start commissioning in January 2023. Due to the current geo-political environment, the Company is experiencing a slight delay in the delivery of equipment to the project. The Company's exposure to risks related to such delays, cost overruns, etc., may have adverse consequences for the product and services to be delivered by the Company, and the Company may not be in a position to claim compensation for loss which may occur in such situations. The profitability of the Company depends on the price fluctuations of solar and wind energy The Company's business model entails that the Company's sales of energy constitute a material share of its future, possible gross profit. For long-term customer contracts, the Company aims to fix the sales price, however, to obtain new customers for such sales of energy and to become profitable, the HeatCube Thermal Battery must represent a solution implying lower costs for its customers. Whether the HeatCube Thermal Battery represents a low cost option for its customers will in turn depend on the extent of price fluctuations of solar and wind energy within a 24-hour period. High fluctuations will enable the customer to use the energy at a point in time where the energy prices are higher than at the time when the energy was produced. Hence, limited fluctuations in the price of energy could materially and adversely affect the Company's business, results of operations, cash flows, financial condition and/or prospects. The Company may not be able to develop new technology that may be required to expand and/or keep up with competitors The Company is with its thermal energy storage solution, targeting a market which is new and or underdeveloped. It is expected that an increased target market and customer base will result in increased competition, which in turn will require the Company to make various efforts to remain successful and profitable. Research and development are expensive, time- consuming, and entails considerable uncertainty with respect to both achieving positive results and, if successful, the ability to commercially sell products and services using such technology. Due to long development processes, changing regulatory requirements, changing market conditions and customer preferences and other factors, new variants of existing technologies or new technologies may take longer and cost more to develop and may be less successful than the Company anticipates. No assurance can be given that any existing or new technologies under research and development will be commercially successful. If the Company is unable to keep up with competitors, develop new technology or have commercial success with its existing or technology under research and development, this could adversely affect the future development of the Company's business, financial condition, results of operations and/or prospects. KYOZO#57Risk Factors (III/VII) Thermal energy storage is a fairly new industry and, as such, experience with thermal energy storage has been developing rapidly due to practical implementation of research taking place in several different companies simultaneously. The Company's ability to stay on top of and contribute to this development will impact the success of the Company as well as the development of the whole industry. In addition to the inherent risks involved due to the Company being in a development phase in a new industry, such as risks related to faults in maintenance and the Company's technology etc., there is also a risk that the Company's commercialisation strategy is found inefficient or unattractive, and that other competitors in the industry are able to commercialise at a more rapid pace than the Company, which may in turn have material adverse effects on the Company's results, financial condition, cash flows and prospects. Risks related to the novelty of the Company's business model and product The thermal energy storage systems developed by the Company represents new technology in the market, which means that customers and potential customers have little to no experience with the Company's products. In this phase, there is a risk that any defaults or unsuccessful projects, which could be due to factors within and outside of the Company's control, could have a proportionate material impact on the reception of the technology in the market and be decisive in respect of whether customers are willing to invest in the technology and buy the Company's products and services, and which in turn can have a significant severe impact on the Company's ability to successfully establish itself in the market and implement the Company's business plan. The Company's success will depend on its ability to employ and retain skilled personnel The Company currently has a limited number of employees. All such employees are considered important for the Company's success and ability to implement its business model. Consequently, any loss of current key employees may be detrimental to the Company and its business. The Company must have access to skilled and motivated employees to continue to run its operations successfully and to reach its strategic and operational objectives. The Company's future development is therefore to a large extent dependent on the Company's success in attracting, developing and retaining employees with appropriate skills in the future. If any key person resigns, a suitable replacement with requisite skills, contacts and experience may not be immediately found and the Company may experience negative market or industry perception, which could have a material adverse effect on its business, financial condition, prospects and results of operations. The Company's ability to continue to identify and develop opportunities depends on the management's knowledge of, and expertise in, the industry in and such local jurisdictions and on their external business relationships. Further, any failure to effectively integrate new personnel could prevent the Company from successfully growing. The lack of restrictive clauses on non-competition and non-solicitation in employment and consultancy agreements may also expose the Company of risks related to such personnel exploiting knowledge and information to take up employment in competitors of the Company or take part in establishing competitors of the Company. Should the Company fail to achieve its objectives of commercializing and developing a profitable business, the incentive scheme that the Company has in place to motivate and retain key personnel, may not serve to counter the risks associated with competition from former employees. The Company's ability to implement its strategy and achieve its business and financial objectives is subject to a variety of factors, many of which are beyond the Company's control The success of executing its strategy will depend on several factors, including the Company's ability to: ensure presence on the market; ⚫provide a competitive product in the local market; ⚫ attract customers; and ⚫deliver on its obligations. KYOTO#58Risk Factors (IV/VII) The Company's failure to execute its business strategy or to manage its growth effectively could adversely affect the Company's business, prospects, financial condition and results of operations. In addition, there can be no guarantee that even if the Company successfully implements its business strategy, it would result in the Company achieving its business and financial objectives. The Company's Executive Management targets to review and evaluate the business strategy with the Board of Directors on a regular basis and the Company may decide to alter or discontinue elements of the Company's business strategy and may adopt alternative or additional business strategies in response to the Company's operating environment or competitive situation or other factors or events beyond the Company's control. The Company competes in markets that are competitive and rapidly changing. The Company expects to continue to experience competition from current and potential competitors, many of which are or may be better established and have significantly greater financial, technical and marketing resources. The Company anticipates that the number of companies seeking to develop energy storage or other products that aim to increase the consumption of renewable energy will increase in the future. The Company's competitors range in size from small, single product companies to large, diversified corporations, which may have greater financial, technical, marketing and other resources. For instance, there is a risk that the Company will be unable to compete with competitors with stronger balance sheet and/or funding capabilities that may enable them to use more resources on inter alia product offering, R&D, marketing, ramp-up, continue with limited profits and on other basis. Given the Company being in a development and growth phase in a new industry, the Company sees this risk more apparent compared to more established markets. Risk relating to the regulatory environment The Company's business model involves energy storage and sale of heat and power, which are subject to extensive regulations. Given that the Company has no operational history apart from demonstration projects in Norway, and with the Company primarily targeting markets other than Norway, the Company will have to navigate in complex regulatory landscapes which it currently has little to no experience in. Navigating in, and adapting to, laws and regulations in foreign markets, inter alia on production and sale of heat and power, may be time and cost consuming. Future changes in the domestic and international laws and regulations applicable to the Company, can be unpredictable and are beyond the control of the Company, and such changes could imply the need to materially alter the Company's operations and set-up and may prompt the need to apply for permits, concessions, local subsidiaries and organizations to be established in order for the Company's operations to commence, all of which could in turn have a material adverse effect on the business, financial condition, results of operations or cash flow of the Company. Further, as the Company aims to trade the HeatCube thermal batteries and other ancillary services in energy markets on a merchant basis, the Company is also subject to the regulatory environment surrounding such services. The markets for such services in in Northern Europe have to a certain degree been deregulated, however, there can be no assurance that such deregulation will continue and that the markets in other parts of the world will follow. Thus, the Company may experience difficulties in trading ancillary services in foreign energy markets due to the regulatory environment, which in turn will affect the Company's ability to expand its business. Litigation risk The Company may from time to time be subject to legal claims, including those arising out of normal course of business. Any litigation may have a material adverse effect on the Company because of potential negative outcomes, the costs associated with defending the lawsuits, the diversion of the Company's management's resources and other factors. KYOZO#59Risk Factors (V/VII) Changes in tax laws of any jurisdiction in which the Company operates, or any failure to comply with applicable tax legislation may have a material adverse effect for the Company The Company is subject to prevailing tax laws, treaties and regulations in the jurisdictions in which it operates, and the interpretation and enforcement thereof. The Company's income tax expenses are based upon its interpretation of the tax laws in effect at the time that the expense is incurred. If applicable laws, treaties or regulations change, or if the Company's interpretation of the tax laws is at variance with the interpretation of the same tax laws by tax authorities, this could have a material adverse effect on the Company's business, results of operations or financial condition. If any tax authority successfully challenges the Company's operational structure, intercompany pricing policies, the taxable presence of its subsidiaries in certain countries, or if taxing authorities do not agree with the Company's and/or any subsidiaries' assessment of the effects of applicable laws, treaties and regulations, or the Company loses a material tax dispute in any country, or any tax challenge of the Company's tax payments is successful, the Company's effective tax rate on its earnings could increase substantially and the Company's business, earnings and cash flows from operations and financial condition could be materially and adversely affected. 2. Risks associated with the Company's financial position Risks related to financing of the Company's growth strategy The Company is in a development stage that has and will continue to incur significant expenditures as it endeavours to commercialize its products. To date, the Company has financed its operations during this development phase mainly through equity capital raises. The proceeds from the Private Placement is, if successful, expected to provide the Company with sufficient funds to secure its liquidity needs for the Group's operations in accordance with the contemplated use of proceeds of the Private Placement. However, the Company may in the shorter or longer term need to raise additional funds through debt or additional equity financings or other strategic arrangements to fund operations, in particular to funds its planned growth activities (which will not necessarily be fully funded through the Private Placement) or to accelerate its growth, to take advantage of business opportunities or respond to competitive pressures. Adequate sources of capital funding may not be available when needed or may not be available on favourable terms or at all. The Company's ability to obtain such additional capital or financing will depend in part upon prevailing market conditions as well as conditions of its business and its operating results, and those factors may affect its efforts to arrange additional financing on satisfactory terms. If the Company raises additional funds by issuing additional shares or other equity or equity-linked securities, it may result in a dilution of the holdings of existing shareholders. If funding is insufficient at any time in the future, the Company may not have sufficient funds to support ongoing operations, or be unable to continue its development strategy and growth initiatives in accordance with the current business plan, take advantage of business opportunities or respond to competitive pressures, any of which could adversely impact the Company's results of operations, cash flow and financial condition. Exchange rate fluctuations could affect the Company's cash flow and financial condition The Company is exposed to exchange rate risk. The Company's strategy is to pursue customers in foreign markets (not Norway). The Company's costs will not necessarily be in the same currency. The Company is based in Norway and will thus have costs in Norwegian Kroners, but also in other currencies as the Company's suppliers are likely to be based outside Norway. As the Company will trade in different currencies, this creates a risk that fluctuations in exchange rates could adversely affect the Company's cash flow and financial condition. KYOTO#60Risk Factors (VI/VII) 3. Risks related to the Shares The Company may or may not pay dividends for the foreseeable future. Shareholders may never obtain a return on their investment As of the date of this Investor Presentation, the Company is in a growth phase and is not in a position to pay any dividends. There can be no assurance that in any given year a dividend will be proposed or declared, or if proposed or declared, that the dividend will be as contemplated by the policy. Any payment of future dividends will depend on legal restrictions, the Company's capital requirements, including capital expenditure requirements, its financial condition, general business conditions and any restrictions that its borrowing arrangements or other contractual arrangements in place at the time of the dividend may place on its ability to pay dividends and the maintaining of appropriate financial flexibility. The Company is subject to the Euronext Growth Rule Book which may deviate from the regulations for securities trading on Oslo Børs and Euronext Expand, and which may imply a risk of a lower degree of transparency and minority protection The Company is subject to the rules of the Securities Trading Act applicable to securities admitted to trading on a multilateral trading facility and the Euronext Growth Rule Book. Such obligations may differ from the obligations imposed on companies who's securities are listed on Oslo Børs or Euronext Expand. The Company is not subject to any takeover regulations meaning that an acquirer may purchase a stake in the Shares exceeding the applicable thresholds for a mandatory offer for a company listed on Oslo Børs or Euronext Expand without triggering a mandatory offer for the remaining Shares. In accordance with Euronext Growth Rule Book Part I, section 4.3, and without prejudice to national regulations, the Company shall make public within five (5) trading days of becoming aware, any situation where a person, acting alone or in concert, reaches, exceeds or falls below a major holding threshold of fifty percent (50%) or ninety percent (90%) of the capital or voting rights. Furthermore, there is no other requirement to disclose large shareholdings in the Company (Nw.: flaggeplikt). These deviations from the regulations applicable to securities trading on Oslo Børs or Euronext Expand may, alone or together, impose a risk to transparency and the protection of minority shareholders. An investment in the Shares is suitable only for investors who understand the risk factors associated with an investment in a company admitted to trading on Euronext Growth Oslo. The Share price could fluctuate significantly The share prices of companies admitted to trading on Euronext Growth Oslo can be highly volatile and the trading volume and price of the Shares could fluctuate significantly. Some of the factors that could negatively affect the Share price or result in fluctuations in the price or trading volume of the Shares include, for example, changes in the Company's actual or projected results of operations or those of its competitors, changes in earnings projections or failure to meet investors' and analysts' earnings expectations, investors' evaluations of the success and effects of the Company's strategy, as well as the evaluation of the related risks, changes in general economic conditions or the equities markets generally, changes in the industries in which the Company operates, changes in shareholders and other factors. This volatility has had a significant impact on the market price of securities issued by many companies. Those changes may occur without regard to the operating performance of these companies. The price of the Shares may therefore fluctuate due to factors that have little or nothing to do with the Company, and such fluctuations may materially affect the price of the Shares. Future issuances of Shares or other securities could dilute the holdings of shareholders and could materially affect the price of the Shares The Company expects to be dependent upon future capital raises, which may be carried out through the issue of new Shares or other securities in order to finance new capital intensive projects, in connection with unanticipated liabilities or expenses or for any other purposes. Depending on the structure of any future offering, certain existing shareholders may not have the ability to purchase additional equity securities. An issuance of additional equity securities or securities with rights to convert into equity could reduce the market price of the Shares and would dilute the economic and voting rights of the existing shareholders if made without granting subscription rights to existing shareholders. Accordingly, the Company's shareholders bear the risk of any future offerings reducing the market price of the Shares and/or diluting their shareholdings in the Company. KYOZO#61Risk Factors (VII/VII) Investors could be unable to recover losses in civil proceedings in jurisdictions other than Norway The Company is a private limited company organized under the laws of Norway. All of the members of the Board of Directors and the Management reside in Norway. As a result, it may not be possible for investors to effect service of process in other jurisdictions upon such persons or the Company, to enforce against such persons or the Company judgments obtained in non- Norwegian courts, or to enforce judgments on such persons or the Company in other jurisdictions. Norwegian law could limit shareholders' ability to bring an action against the Company The rights of holders of the Shares are governed by Norwegian law and by the Articles of Association. These rights may differ from the rights of shareholders in other jurisdictions. In particular, Norwegian law limits the circumstances under which shareholders of Norwegian companies may bring derivative actions. For example, under Norwegian law, any action brought by the Company in respect of wrongful acts committed against the Company will be prioritized over actions brought by shareholders claiming compensation in respect of such acts. In addition, it could be difficult to prevail in a claim against the Company under, or to enforce liabilities predicated upon, securities laws in other jurisdictions. Investors could be unable to exercise their voting rights for Shares registered in a nominee account Beneficial owners of the Shares that are registered in a nominee account (such as through brokers, dealers or other third parties) could be unable to vote for such Shares unless their ownership is re-registered in their names with the Norwegian Central Securities Depository (VPS) prior to any general meeting of shareholders. There is no assurance that beneficial owners of the Shares will receive the notice of any general meeting of shareholders in time to instruct their nominees to either effect a re-registration of their Shares or otherwise vote for their Shares in the manner desired by such beneficial owners. Pre-emptive rights to subscribe for Shares in additional issuances could be unavailable to U.S. or other shareholders Under Norwegian law, unless otherwise resolved at the Company's general meeting of shareholders, existing shareholders have pre-emptive rights to participate on the basis of their existing ownership of Shares in the issuance of any new Shares for cash consideration. Shareholders in the United States, however, could be unable to exercise any such rights to subscribe for new Shares unless a registration statement under the U.S. Securities Act is in effect in respect of such rights and Shares or an exemption from the registration requirements under the U.S. Securities Act is available. Shareholders in other jurisdictions outside Norway could be similarly affected if the rights and the new Shares being offered have not been registered with, or approved by, the relevant authorities in such jurisdiction. The Company is under no obligation to file a registration statement under the U.S. Securities Act or seek similar approvals under the laws of any other jurisdiction outside Norway in respect of any such rights and Shares. Doing so in the future could be impractical and costly. To the extent that the Company's shareholders are not able to exercise their rights to subscribe for new Shares, their proportional interests in the Company will be diluted. KYOZO

Download to PowerPoint

Download presentation as an editable powerpoint.

Related

Q4 & FY22 - Investor Presentation image

Q4 & FY22 - Investor Presentation

Financial Services

FY23 Results - Investor Presentation image

FY23 Results - Investor Presentation

Financial Services

Ferocious - Plant Growth Optimizer image

Ferocious - Plant Growth Optimizer

Agriculture

Market Outlook and Operational Insights image

Market Outlook and Operational Insights

Metals and Mining

2023 Investor Presentation image

2023 Investor Presentation

Financial

Leveraging EdTech Across 3 Verticals image

Leveraging EdTech Across 3 Verticals

Technology

Axis 2.0 Digital Banking image

Axis 2.0 Digital Banking

Sustainability & Digital Solutions

Capital One’s acquisition of Discover image

Capital One’s acquisition of Discover

Mergers and Acquisitions