BenevolentAI SPAC Presentation Deck

Presentation Disclaimer For the purposes of this notice, this confidential document (the "Presentation") that follows shall mean and include the slides that follow this notice, the oral presentation of the slides by members of management of Odyssey Acquisition S.A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg ("Odyssey") or BenevolentAl Limited, a private company registered in England (the "Company") or any person on their behalf, the question-and-answer session that follows that oral presentation, hard copies of this document and any materials distributed at, or in connection with, that presentation. By attending the meeting where the oral presentation is made, or by reading the Presentation, you will be deemed to have: (i) agreed to the following limitations and notifications and made the following undertakings; and (ii) acknowledged that you understand the legal and regulatory sanctions attached to the misuse, disclosure or improper circulation of this Presentation. This Presentation is provided in confidence. By accepting this Presentation, and in consideration of it being made available to recipients, each recipient agrees to keep strictly confidential the information contained in it and any information otherwise made available by Odyssey or the Company, whether orally or in writing. This Presentation has been provided to each recipient solely for their information, and may not be reproduced, copied, published, distributed or circulated to any third party, in whole or in part, without the express prior written consent of Odyssey and the Company. This Presentation is intended solely for investors that are qualified institutional buyers (as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act")), institutional accredited investors (as defined in Rule 501 under the Securities Act) and eligible institutional investors outside the U.S. and has been prepared for the purposes of familiarizing such investors with a potential private placement of securities in connection with the potential business combination between Odyssey and the Company and any related transactions (collectively, the "Proposed Transactions") and for no other purpose. The release, reproduction, publication or distribution of this Presentation, in whole or in part, or the disclosure of its contents, without the prior consent of Odyssey and the Company is unlawful and prohibited. Persons into whose possession this document comes should inform themselves about, and observe, any such restrictions. By accepting this Presentation, each recipient agrees: (i) that the information included in this Presentation is confidential and may constitute material non-public information, (ii) to maintain the confidentiality of all information that is contained this Presentation and not already in the public domain, and (iii) to use this Presentation for the sole purpose of evaluating Odyssey, the Company and the Proposed Transactions. This Presentation is not, and should not be construed as, a prospectus for the purposes of Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"), and does not constitute or form part of, and should not be construed as an offer or the solicitation of an offer to subscribe for or purchase shares and/or securities of Odyssey or the Company, and nothing contained herein shall form the basis of or be relied on in connection with, or act as any inducement to enter into, any contract or commitment whatsoever, in particular, it must not form the basis of any investment decision. In addition, this Presentation is being furnished on a confidential basis in the European Economic Area to a limited number of "qualified investors" (as defined in the Prospectus Regulation) and, in the United Kingdom, to "qualified investors" (as defined in Regulation (EU) 2017/1129 as it forms part of U.K. domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA") (the "U.K. Prospectus Regulation")), that are also (i) persons having professional experience in matters relating to investments that fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"); or (ii) high net worth entities or other persons falling within Article 49(2)(a) to (e) of the Order. In any European Economic Area ("EEA") Member State or in the United Kingdom, this Presentation is not addressed to and is not directed at any retail investor in the EEA or the United Kingdom. For these purposes, the expression "retail investor" means: (A) in an EEA Member State, a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation; and (B) in the United Kingdom, a person who is one (or more) of: (i) a retail client, as defined point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 (as amended) where that customer would not qualify as a professional client as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the U.K. Prospectus Regulation. This Presentation and any oral statements made in connection with this Presentation do not constitute an offer to sell, or the solicitation of an offer to buy, or a recommendation to purchase, any securities in any jurisdiction, or the solicitation of any proxy, consent or approval in any jurisdiction in connection with the Proposed Transactions, nor shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. This Presentation does not constitute either advice a recommendation regarding any securities. Any offer to sell securities will be made only pursuant to a definitive subscription agreement and will be made in reliance on an exemption from registration under the Securities Act for offers and sales of securities that do not involve a public offering. Odyssey and the Company reserve the right to withdraw or amend for any reason any offering and to reject any subscription agreement for any reason. The communication of this Presentation is restricted by law, in addition to any prohibitions on distribution otherwise provided for herein, this Presentation is not intended for distribution to, or use by any person in, any jurisdiction where such distribution or use would be contrary to local law or regulation. The contents of this Presentation have not been reviewed by any regulatory authority in any jurisdiction. This Presentation does not purport to be all-inclusive contain all the information that a stakeholder may desire to have in evaluating Odyssey, the Company and the Proposed Transactions. This Presentation is qualified entirely by reference to Odyssey's the Company's publicly disclosed information. No representation or warranty, express or implied, is made or given by or on behalf of Odyssey, the Company or any of their shareholders, directors, officers, agents, employees or advisers as to the accuracy, reliability, completeness or fairness of the information, opinions or forward-looking statements contained in this Presentation, or any revision thereof, or of any other written or oral information made or to be made available to any recipient and liability therefore is expressly disclaimed. Accordingly, none of Odyssey, the Company or any of their shareholders, directors, officers, agents, employees or advisers take any responsibility for, or will accept any liability whether direct or indirect, express or implied, contractual, tortious, statutory or otherwise, in respect of, the accuracy or completeness of the information or for any of the opinions contained herein or for any errors, omissions or misstatements or for any loss, howsoever arising, from the use of this Presentation. In furnishing this Presentation, neither Odyssey nor the Company undertake or agree to any obligation to provide stakeholders with access to any additional information or to update this Presentation or to correct any inaccuracies in, or omissions from, this Presentation that may become apparent. The information and opinions contained in this Presentation are provided as at the date of this Presentation. The contents of this Presentation are not to be construed as legal, financial or tax advice. Each stakeholder should contact his, her or its own legal adviser, independent financial adviser or tax adviser for legal, financial or tax advice. To the extent available, the data contained in this Presentation has come from official or third party sources. Third party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. While Odyssey and the Company believe that each of these publications, studies and surveys has been prepared by a reputable source, the Company has not independently verified the data contained therein. In addition, certain of the data contained in this Presentation come from the Company's own internal research and estimates based on the knowledge and experience of the Company's management in the market in which the Company operates. While the Company believes that such research and estimates are reasonable and reliable, they, and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness and are subject to change without notice. Accordingly, undue reliance should not be placed on any of the estimates or research contained i this Presentation.. Forward-looking statements. Certain information contained in this Presentation, including any information as to the Company's strategy, plans or future financial or operating performance constitutes "forward-looking statements". All statements contained in this Presentation that do not relate to matters of historical fact should be considered forward-looking statements, and these forward-looking statements can be identified by the use of terminology such as, "aims", "anticipates", "assumes", "believes", "budgets", "could", "contemplates", "continues", "estimates", "expects", "intends", "may", "plans", "predicts", "projects", "schedules", "seeks", "shall","should", "targets", "would", "will" or, in each case, their negative or other variations or comparable terminology. Forward-looking statements appear in a number of places throughout this Presentation and include, but are not limited to, express or implied statements relating to: the Company's business strategy and outlook; the Company's future results of operations; the Company's future financial and market positions; the Company's margins, profitability, cash, borrowings and prospects; expectations as to the Company's future growth; the Company's plans with respect to capital expenditure; general economic trends and other trends in the industry in which the Company operates; the impact of laws and regulations on the Company and its operations; and the competitive environment in which the Company operates. By their nature, forward-looking statements are based upon a number of estimates and assumptions that, whilst considered reasonable by the Company are inherently subject to significant business, economic and competitive uncertainties and contingencies. Known and unknown factors could cause actual results to differ materially from those indicated, expressed or implied in such forward-looking statements. Forward-looking statements are not guarantees of future performance. Any forward-looking statements in this Presentation reflect the Company's current view with respect to future events and are subject to certain risks relating to future events and other risks, uncertainties and assumptions. The forward-looking statements contained in this Presentation reflect knowledge and information available as of the date of preparation of this Presentation. The Company and its directors expressly disclaim any obligations or undertaking to update or revise publicly any forward-looking statements, whether because of new information, future events or otherwise, unless required to do so by applicable law or regulation. Nothing in this Presentation should be construed as a profit forecast. The information contained in this Presentation is not an offer to sell or a solicitation of an offer to purchase interests i any company or a related entity, nor is it intended to provide, and should not be relied on for, investment, tax, legal or financial advice. Certain financial data included in the Presentation may consist of "non-IFRS financial measures", which may not be comparable to similarly-titled measures as presented by other companies, nor should they be considered as an alternative to the historical financial results or other indicators of the Company's cash flow based on IFRS. Even though the non-IFRS financial measures are used by management to assess the Company's financial position, financial results and liquidity and these types of measures are commonly used by investors, they have important limitations as analytical tools, and the recipients should not consider them in isolation or as a substitute for analysis of the Company's financial position or results of operations as reported under IFRS. AstraZeneca's intention to make an equity investment is an indication and not a binding agreement or commitment to purchase and therefore AstraZeneca could determine to purchase more, less or no shares, or we could determine to sell more, less or no shares to AstraZeneca. Neither this offering nor AstraZeneca's equity investment are contingent upon one another.