Next.e.GO Investor Update
Neither this Presentation nor any of its contents may be reproduced or used for any other purpose without the prior written consent of Next.e.GO and Athena. In accepting this Presentation, the recipient agrees
that it is provided solely for its use in connection with providing background information on Next.e.GO and considering the transaction and that it is not to be used for any other purpose. Should a security described
in this Presentation be denominated in a currency other than the recipient's home currency, a change in exchange rates may adversely affect the price of, value of, or income derived from the security. Neither this
Presentation nor any of its contents is represented to comply with nor is to be construed to comply with any of the legal requirements in any jurisdiction in respect of an offer to buy or sell or a solicitation of an offer
to buy or sell securities.
DISCLAIMER - 2 OF 3
This Presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners, and Next.e.GO's and Athena's use thereof does not
imply an affiliation with, or endorsement by, the owners of such trademarks, service marks, trade names and copyrights. Solely for convenience, some of the trademarks, service marks, trade names and copyrights
referred to in this Presentation may be listed without the TM, O or symbols, but Next.e.GO and Athena will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these
trademarks, service marks, trade names and copyrights.
This Presentation contains certain estimated preliminary financial results and key operating metrics of Next.e.GO for the year ended December 31, 2021, and the historical financial information with respect to
Next.e.GO contained in the Presentation has been taken from or prepared based on historical financial statements of Next.e.GO, including unaudited financial statements for its fiscal year ended December 31,
2021. Next e.GO's historical financial information was prepared in accordance with German generally accepted accounting principals ("German GAAP"). Such information has not been presented in accordance with
generally accepted accounting principals in the United States ("U.S. GAAP"), International Financial Reporting Standards ("IFRS") or audited in accordance with either Public Company Oversight Board ("PCAOB")
standards or generally accepted auditing standards in the U.S. German GAAP differs in certain respects from U.S. GAAP and IFRS. Potential investors should consult their own professional advisors for an
understanding of the differences between German GAAP, U.S. GAAP and IFRS, and of how those differences might affect the financial information presented herein. This information is preliminary and subject to
adjustment in connection with the completion of Next.e.GO's audit for the fiscal year ended December 31, 2021. As such, Next.e.GO's actual results and financial condition as reflected in the financial statements
that will be included in the proxy statement/prospectus on Form F-4 for the Transaction may be adjusted or presented differently from the historical financial information herein, and the variations could be
material.
Certain of the financial measures included in this Presentation, have not been prepared in accordance with German GAAP, U.S. GAAP or IFRS, and constitute "non-GAAP financial measures" as defined by the SEC.
Next.e.GO has included these non-GAAP financial measures (including on a forward-looking basis) because it believes they provide an additional tool for investors to use in evaluating the financial performance and
prospects of Next.e.GO or any successor entity in the Transaction. These non-GAAP financial measures should not be considered in isolation from, or as an alternative to, financial measures determined in
accordance with GAAP. In addition, these non-GAAP financial measures may differ from non-GAAP financial measures with comparable names used by other companies. Note however, that to the extent forward-
looking non-GAAP financial measures are provided herein, they are not reconciled to comparable forward-looking GAAP measures due to the inherent difficulty in forecasting and quantifying certain amounts that
are necessary for such reconciliation.
This Presentation also contains certain financial forecasts, on pages 39, 40 and 41. Neither Next.e.GO's nor Athena's independent auditors have studied, reviewed, compiled or performed any procedures with
respect to the projection for the purpose of their inclusion in this Presentation, and accordingly, neither of them have expressed an opinion or provided any other form of assurance with respect thereto for the
purpose of this Presentation. These projections are for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. Certain of the above-mentioned projected
information has been provided for purposes of providing comparisons with historical data. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject
to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information,
including those assumptions listed on slide 39. Projections are inherently uncertain due to a number of factors outside of Next.e.GO's or Athena's control. While all financial projections, estimates and targets are
necessarily speculative, Next.e.GO and Athena believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection, estimate or target
extends from the date of preparation. Accordingly, there can be no assurance that the prospective results are indicative of future performance of the combined company after the Transaction or that actual results
will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information in this Presentation should not be regarded as a representation by any
person that the results contained in the prospective financial information will be achieved.
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