Lilium Investor Presentation 2021 slide image

Lilium Investor Presentation 2021

Disclaimer (Cont'd) Financial Information; Non-IFRS Financial Measures The financial information and data contained in this presentation is unaudited and does not conform to Regulation S-X. Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in, any solicitation statement, registration statement, or prospectus the Lilium Group files with the U.S. Securities and Exchange Commission (the "SEC"). Some of the financial information and data contained in this presentation, such as EBITDA, have not been prepared in accordance with IFRS. EBITDA is defined as net earnings (loss) before interest expense, income tax expense (benefit), depreciation and amortization. Management believes these non-IFRS measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to the Lilium Group's financial condition and results of operations. Management believes that the use of these non-IFRS financial measures provides an additional tool for investors to use in evaluating projected operating results and trends in the Lilium Group's business and can assist investors in comparing the Lilium Group's financial measures to those of other similar companies, many of which present similar non-IFRS or non-GAAP financial measures to investors. Management does not consider these non-IFRS measures in isolation or as an alternative to financial measures determined in accordance with IFRS. The principal limitation of these non-IFRS financial measures is that they exclude significant expenses and income that are required by IFRS to be recorded in the Lilium Group's financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-IFRS financial measures. The Lilium Group is not providing a reconciliation of its projected EBITDA for years 2024-2027 to the most directly comparable measure prepared in accordance with IFRS because the Lilium Group is unable to provide this reconciliation without unreasonable effort due to the uncertainty and inherent difficulty of predicting the occurrence, the financial impact, and the periods in which the adjustments may be recognized. For the same reasons, the Lilium Group is unable to address the probable significance of the unavailable information, which could be material to future results. You should review Lilium's audited financial statements, which will be included in the Registration Statement (as defined and discussed below) relating to the Proposed Transaction for a presentation of Lilium's historical IFRS financial information. All of Lilium's historical financial information included in this presentation is preliminary and subject to change pending completion of the audit in accordance with PCAOB auditing standards of Lilium's financial statements for the financial years ended December 31, 2019 and 2020. Where to Find Additional Information About the Lilium Group and the Proposed Transaction The Lilium Group intends to submit the Proposed Transaction to Qell's shareholders for their consideration by filing a registration statement on Form F-4 (the "Registration Statement") with the SEC. The Registration Statement will include proxy statements to be distributed to Qell's shareholders in connection with its solicitation for proxies for the vote by its shareholders on the Proposed Transaction and other matters described in the Registration Statement. The Registration Statement will also include a prospectus relating to the offer of New Lilium's securities to be issued to Qell's shareholders in connection with the completion of the Proposed Transaction. After the Registration Statement has been filed and declared effective, Qell will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date established for voting on the Proposed Transaction. Qell's shareholders and other interested persons are advised to read the Registration Statement (and all amendments thereto) when they become available, because these documents will contain important information about the Lilium Group and the Proposed Transaction. Qell's shareholders may also obtain a copy of the Registration Statement and other documents that Qell files with the SEC, without charge, at the SEC's website located at www.sec.gov or by directing a request to Colleen Robar, Qell Acquisition Corp., 505 Montgomery Street, Suite 1100, San Francisco, CA 94111 or by telephone at +1 313-207-5960. Qell's shareholders or other potential investors in the Lilium Group should read the Registration Statement carefully before making any voting or investment decisions. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Participants in the Solicitation The Lilium Group and certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitations of proxies from Qell's shareholders in connection with the Proposed Transaction. Information regarding these deemed participants and their direct and indirect interests will be provided in the Registration Statement. You can find more information about Qell's directors and executive officers in Qell's final prospectus dated September 29, 2020 that was filed with the SEC on October 1, 2020. No Offer or Solicitation This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Trademarks This presentation contains the trademarks, service marks, trade names and copyrights of the Lilium Group and other companies, which are the property of their respective owners. Graphic Representations Aircraft depicted in this presentation have been rendered utilizing computer graphics. Lilium Investor Presentation 2021 3
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