Wallbox SPAC Presentation Deck
NOTICE TO AND UNDERTAKING BY RECIPIENTS
About this Presentation
This investor presentation (this "Presentation") is for informational purposes only to assist interested parties in making their own evaluation with respect
to a possible transaction (the "Business Combination") involving Wall Box Chargers, S.L. (the "Company") and Kensington Capital Acquisition Corp. Il
("KCAC"). The information contained herein does not purport to be all-inclusive and none of the Company, KCAC or their respective representatives or
affiliates makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this
Presentation.
This Presentation does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed
Business Combination or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any securities. No such offering of
securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act of 1933, as amended, or an
exemption therefrom. You should not construe the contents of this Presentation as legal, tax, accounting or investment advice or a recommendation. You
should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein, and, by accepting
this Presentation, you confirm that you are not relying upon the information contained herein to make any decision.
The distribution of this Presentation may also be restricted by law and persons into whose possession this Presentation comes should inform themselves
about and observe any such restrictions. The recipient acknowledges that it is (a) aware that the United States securities laws prohibit any person who
has material, non-public information concerning a company from purchasing or selling securities of such company or from communicating such
information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities,
and (b) familiar with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "Exchange
Act"), and that the recipient will neither use, nor cause any third party to use, this Presentation or any information contained herein in contravention of the
Exchange Act, including, without limitation, Rule 10b-5 thereunder.
This Presentation and information contained herein constitutes confidential information and is provided to you on the condition that you agree that you
will hold it in strict confidence and not reproduce, disclose, forward or distribute it in whole or in part without the prior written consent of the Company
and is intended for the recipient hereof only.
Forward Looking Statements
Certain statements in this Presentation may be considered forward-looking statements. Forward-looking statements generally relate to future events or
the Company's future financial or operating performance. For example, statements regarding anticipated growth in the industry in which the Company
operates and anticipated growth in demand for the Company's products, projections of the Company's future financial results and other metrics, the
satisfaction of closing conditions to the Business Combination and the timing of the completion of the Business Combination are forward-looking
statements. In some cases, you can identify forward-looking statements by terminology such as "pro forma", "may", "should", "could", "might", "plan",
"possible", "project", "strive", "budget", "forecast", "expect", "intend", "will", "estimate", "anticipate", "believe", "predict", "potential" or "continue", or the
negatives of these terms or variations of them or similar terminology, but the absence of these words does not mean that statement is not forward-
looking. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from
those expressed or implied by such forward looking statements.
These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, as
the case may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited
to: competition, the ability of the company to grow and manage growth, maintain relationships with customers and suppliers and retain its management
and key employees; costs related to the Business Combination; changes in applicable laws or regulations; the possibility that the Company may be
adversely affected by other economic, business or competitive factors; the Company's estimates of expenses and profitability; the evolution of the
markets in which the Company competes; the ability of the Company to implement its strategic initiatives and continue to innovate its existing products;
the ability of the Company to defend its intellectual property; and the impact of the COVID-19 pandemic on the Company's business.
Nothing in this Presentation should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved
or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking
statements, which speak only as of the date they are made. Neither the Company nor KCAC undertake any duty to update these forward-looking
statements.
Use of Projections
This Presentation contains financial forecasts for the Company with respect to certain financial results for the Company's fiscal years 2021 through 2027.
The Company's independent auditors have not audited, studied, reviewed, compiled or performed any procedures with respect to the projections for the
purpose of their inclusion in this Presentation, and accordingly, they did not express an opinion or provide any other form of assurance with respect
thereto for the purpose of this Presentation. These projections are forward-looking statements and should not be relied upon as being necessarily
indicative of future results. In this Presentation, 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. Accordingly, there can be no assurance that the prospective results are indicative of the future
performance of the Company 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.
You should not rely on the historical record of the Company, KCAC or our or their management team and their respective affiliates' performance as
indicative of our future performance of an investment in KCAC or the returns KCAC will, or are likely to, generate going forward. Not all of the companies
in which Kensington Capital has invested have achieved the same level of value creation.
Financial Information; Non-IFRS Measures
The financial information and data contained in this Presentation is unaudited and does not conform to Regulation S-X. Such information and data may
not be included in, may be adjusted in or may be presented differently in the registration statement to be filed relating to the Business Combination and
the proxy statement/prospectus contained therein.
This Presentation also includes certain financial measures not presented in accordance with international financial reporting standards ("IFRS") as
adopted by International Accounting Standards Board ("IASB") including, but not limited to, Free Cash Flow, EBITDA and certain ratios and other metrics
derived therefrom. The Company defines EBITDA as gross profit less operating expense. These non-IFRS financial measures are not measures of financial
performance in accordance with IFRS and may exclude items that are significant in understanding and assessing the Company's financial results.
Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of
profitability, liquidity or performance under IFRS. You should be aware that the Company's presentation of these measures may not be comparable to
similarly-titled measures used by other companies. The Company believes these non-IFRS measures of financial results provide useful information to
management and investors regarding certain financial and business trends relating to the Company's financial condition and results of operations. The
Company believes that the use of these non-IFRS financial measures provides an additional tool for investors to use in evaluating ongoing operating
results and trends in and in comparing the Company's financial measures with other similar companies, many of which present similar non-IFRS financial
measures to investors. These non-IFRS financial measures 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.
This Presentation also includes certain projections of non-IFRS financial measures. Due to the high variability and difficulty in making accurate forecasts
and projections of some of the information excluded from these projected measures, together with some of the excluded information not being
ascertainable or accessible, the Company is unable to quantify certain amounts that would be required to be included in the most directly comparable
IFRS financial measures without unreasonable effort. Consequently, no disclosure of estimated comparable IFRS measures is included and no
reconciliation of the forward-looking non-IFRS financial measures is included.
Industry and Market Data
In this Presentation, the Company and KCAC rely on and refer to certain information and statistics obtained from third-party sources which they believe
to be reliable. Neither the Company nor KCAC has independently verified the accuracy or completeness of any such third-party information.
Trademarks
This Presentation contains references to our trademarks, trade names and service marks.
wallbox and are registered trademarks of the Company in the European Union and pending for registration in the United States.
Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Presentation may be listed without the TM,
SM Ⓒ or symbols, but the company 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 may contain trademarks, service marks, trade nam and copyrights of other companies, which are the property of their respective
owners. The use or display of third parties' trademarks, service marks, trade names or products in this presentation is not intended to, and does not imply,
a relationship with the Company or KCAC, or an endorsement or sponsorship by or of the Company or KCAC.
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