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Fjord Defence Group ASA

Regulatory Filings Aug 31, 2021

3569_rns_2021-08-31_9afc4932-5353-4d5d-a4af-7463b63fc0a5.pdf

Regulatory Filings

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Investor Presentation

Important Information

DISCLAIMER

NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S., EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE UNITED STATES SECURITIES ACT 1933, AS AMENDED IMPORTANT: YOU MUST READ THE FOLLOWING BEFORE CONTINUING. THE FOLLOWING APPLIES TO THE INVESTOR PRESENTATION (THE "PRESENTATION") ATTACHED TO THIS DISCLAIMER. YOU ARE THEREFORE ADVISED TO READ THIS CAREFULLY BEFORE READING OR MAKING ANY OTHER USE OF THE PRESENTATION.

BY ACCESSINGTHE PRESENTATION, THE READER AGREES TO USE THE INFORMATIONCONTAINEDHEREIN IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES, CONTRACTUAL OBLIGATIONS AND APPLICABLE LAW, INCLUDING APPLICABLE SECURITIES LAWS AND AGREES TO BE BOUND BY THE FOLLOWING. THE PRESENTATION MAY NOT BE REPRODUCED IN ANY FORM OR FURTHER DISTRIBUTED TO ANY OTHER PERSON OR PUBLISHED, IN WHOLE OR IN PART, FOR ANY PURPOSE. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF APPLICABLE SECURITIES LAWS.

The Presentation has been prepared by Power by Britishvolt Limited ("Britishvolt" or the "Company"). The Presentation is being provided solely to provide the recipient with a general overview of the Company's business and must not be used for any other purpose. The Presentation is not intended to be used as a basis for credit or any other evaluation. Nothing in the Presentation or which may otherwise be said or done by the Company constitutes advice.

By accessing the Presentation, the reader is treated as having agreed and acknowledged that its contents are confidential and proprietary to the Company and that it is being made available to selected recipients only. Accordingly, the reader undertakes to maintain the secrecy and confidentiality of the Presentation.

The Presentation should not be considered as a recommendation that any person should subscribe for or purchase any of the shares referred to in the Presentation (the "Shares"). Neitherthe Presentation nor any other documentation or information (or any part thereof) delivered or supplied under or in relation to the Shares shall be deemed to constitute an offer of or an invitation to purchase or subscribe the Shares. Any investor who subsequently acquires the Shares must rely solely on the information provided by the Company to it together with such financial or other information asit may deem necessary or appropriate in order to make an informed decision with respect to any subscription or purchase of any Shares. The information contained in the Presentation is subject to change without notice and past performance is not indicative of future results.

Neither the Company nor any of their respective affiliate subsidiaries, directors, officers, advisers or any person acting on their behalf (each such person, a "Disclaiming Person") accepts any responsibility whatsoever for, or any liability for any loss howsoever arising, directly or indirectly, from the Presentation or its contents, or makes any representation or warranty, express or implied, as to the contents of the Presentation or for any other statement made or purported to be made by it, or on its behalf. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in the Presentation or on its completeness, accuracy or fairness. No Disclaiming Person accepts any responsibility whatsoever for or makes any representation or warranty, express or implied, of any sort as to, and no reliance should be placed on, the accuracy, completeness, fairness or reasonableness of the information or the opinions contained in the Presentation or in any other document or information (whether written or oral) made or purported to be made available in connection with the Presentation or the Shares. No person shall have any right of action against any Disclaiming Person in relation to the accuracy or completeness of any such information or for any loss, howsoever arising, fromany use of the Presentation or its contents or otherwise arising in connection with the Presentation. To the fullest extent permitted by applicable law, the Company and each other Disclaiming Person accordingly disclaims any and all responsibility and/or liability, whether arising in tort, contract or otherwise, which it might otherwise have in respect of the Presentation or any such statement.

The Presentation contains certain projections and "forward-looking statements". Statementsthat are not historical facts, including statements about the Company's financial position, business strategy, plans and objectives, and the beliefs and expectations of the Company and its subsidiaries and their respective directors or management are forward-looking statements. Words such as "believes", "anticipates", "estimates", "expects", "intends", "plans", "aims", "potential", "will", "would", "could", "considered", "likely", "estimate" and variations of these words and similar future or conditional expressions, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend upon future circumstances that may or may not occur, many of which are beyond the control of the Company and all of which are based on current beliefs and expectations about future events. Such forward-looking statementsinvolve known and unknown risks, uncertainties and other factors, whichmay cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptionsregarding the present and future business strategies of the Company and the environment in which the Company will operate in the future which may not prove to be accurate. These forward-looking statements speak only as at the date of the Presentation. The information and opinions contained in the Presentation are provided as at the date of the Presentation and are subject to change without notice.

The Company expressly disclaims any obligations or undertakingsto update or revise any forward-looking statements to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. No person shall have any right of action (except in case of fraud) against the Company or any other person in relation to the accuracy or completeness of the information contained in the Presentation or in any other document made available in connection with the Shares.

The merits or suitability of the Shares described in the Presentation to any investor's particular situation should be independently determined by such investor. Any such determination should involve inter alia, an assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the Shares. No person is authorised to give any information or to make any representation not contained in and not consistent with the Presentation and any other materials prepared by the Company in connection with the offering of the Shares and, if given or made, such information or representation must not be relied upon as having been authorised by or on behalf of the Company. By receiving and reading the Presentation, each recipient and any person on whose behalf it is acting is hereby deemed to acknowledge, undertake, represent and warrant and agree (as the case may be), in each case for the benefit of the Company, asfollows:

It is a sophisticated professional investor with such knowledge and experience in financial, business and other matters asto be capable of evaluating the terms, conditions, risks, merits and suitability of investing in a transaction with the Company and protecting its own interests. It recognises and acknowledges that the Company and each of the Disclaiming Persons may at the date hereof or at any time hereafter, be in possession of information that is or may be material in the context of the Shares and that may not be publicly available or made known to it.

It understands that an investment in the Shares involves certain risks, including the risk of loss of all or a substantial part of its investment under certain circumstances and it is able to sustain a complete loss on its investment in the Shares.

It has made (or will prior to subscribing for the Share have made) its own independent decision to subscribe for the Shares and as to whether the subscription of the Shares is appropriate or proper for it based upon (a) its own judgement, (b) access arranged by the Company to financial and other information concerning the Company and the Shares (including an opportunity to ask questions of and request information from the Company) and (c) advice from such advisers asit deems necessary or appropriate in order to make an informed investment decision with respect to its subscription for the Shares; it being understood that information and explanations related to itssubscription for the Sharesshall not be considered investment advice or a recommendation to subscribe for the Shares.

The Presentation is not directed or intended for distribution to, or use by, any person or entity that is a citizen or resident located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to the law or regulation of that jurisdiction or which would require any registration or licensing within such jurisdiction. In particular these materials are not intended for distribution in the United States or to U.S. persons(as defined in Regulation S) under the United States Securities Act of 1933, as amended (the "Securities Act"), except pursuant to an exemption from, or in a transaction notsubject to, the registration requirements of the Securities Act. This Presentation is only being provided to (i) personsin the United Statesthat are Qualified Institutional Buyers("QIBs") assuch termsis used in Rule 144A under the Securities Act in reliance on an exemption from registration or (ii) persons outside of the United Statesin offshore transaction in reliance on Regulation S under the Securities Act. By accepting delivery of this document the recipient warrantsthat it falls within the categories of persons under (i) or (ii) above. Persons who come into possession of any document or other information referred to therein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securitieslaws of such jurisdictions. Within any member state of the European Economic Area the Document is only being distributed to persons who are qualified investors as defined in Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129).

Within the UK, the Document is only being distributed to persons who are "qualified investors" within the meaning of Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.

Within the UK, the Presentation is being distributed only to and directed only at (i) persons who are outside the UK; or (ii) persons who are in the UK who are (a) persons who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (b) high net worth entitiesfalling within Article 49 of the Order; or (c) otherwise, persons to whom it may otherwise lawfully be distributed (all such persons in (a), (b) and (c) together being referred to as "relevant persons"). Within the UK, the Presentation is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which the Presentation relates is available only to relevant persons and will be engaged in only with relevant persons. The Presentation may only be communicated to persons in the UK in circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply to the Company.

OUR MISSION

To accelerate the advent of a carbon neutral society through delivering sustainable battery solutions for the automotive and wider transportation sector

"Battery solutions are the catalyst that will drive our society to an electrified, zero -emissions future. It is the next industrial revolution. The next decade willsee unprecedented change, and we at Britishvoltintend to be leading that change"

Orral Nadjari Britishvolt CEO & Founder

We are on a solid trajectory, with successful funding to date, a detailed technology roadmap, and a worldclass site in the UK that has been granted planning permission

Organisation and funding Product development Planning and site

Key Investment Highlights

We are making significant progress against a bold vision to become a market-leading battery cell manufacturer, 21 months from concept

Global decarbonisation agenda is driving a significant increase in demand followed by a lagging supply, generating a supply / demand imbalance

American markets

European and North America EV battery outlook5,6

Source: 1 Goldman Sachs Equity Research, 2 EY Mobility Lens Forecaster, 3 EY analysis and adjustments to IHS production forecasts using OEMs cycle plan announcements, 4 LMC Automotive, 5 IHS Markit LV Alternative Propulsion Forecast, 6 EY-Parthenon Analysis

We have selected the UK and Canada for our initial Gigaplant locations given strong market fundamentals, early-mover opportunities and supportive government attitudes

Several
as the
site
the
factors
have
led
Britishvolt
to
choose
for
its
first
Gigafactory,
then
development
in
other
favourable
markets
the
UK
accelerating
United
Kingdom
Canada
Favorable Market
Fundamentals
ü
ü
ü
~£18.6bn
Automotive
Industry
Road
to
Zero
36GWh
shortage
by 2029
ü
~US\$20bn
Automotive
Industry
ü
Zero
Emission
Vehicle
Infrastructure
ü
No
Gigaplant
operating
or
announced
Wide Access to
OEM
Customers
ü Hub
for
Key
OEM
Customers
ü
Five global OEMs producing > 2m vehicles
p.a.
Strong Government
Support
ü Automotive Transport Fund (ATF)
approved
ü
Ongoing
discussions
with
Government
of
Quebec
Highly
Localised
Sourcing
ü Localised
supply
chain
driven
by
UK's
'rules
of
origin'
ü
Abundant
raw
materials
ü
Investment
in
lithium
development
Accessto
World-Class
Talent
ü Research
and
development
facilities,
manufacturing
manufacturing
and
automotive
experts
and
key
industry
leaders
in
battery

In the UK, we have secured the best location with a site that is shovel-ready and served by renewable energy; planning permission was granted on 7 July 2021

We are also in active discussions with global supply chain providers and OEMs to co-locate in an adjacentsupplier park, creating an ecosystem of battery value chain players

We have signed an MoU and term sheet with leading organisations including WMG and Oxford University for development of next-gen solid state technology

Solid state batteries are expected to be the next generation technology for electric vehicles: they will provide multiple benefits and expediate the EV transition

We are leading a Special Purpose Vehicle (SPV) along other prominent organisations driving towards a mass solid state product by 2030. Britishvolt will:

  • Partner in the SPV, sharing the all the IPs generated as part of the project
  • Contribute expertise and knowhow into the development, particularly on cell design and manufacturing technology
  • Co-invest in the capabilities and the projects to deliver the outcomes

Note: Though prototype devices will be available early, the consortium (and potential contributing OEMs) project partners believe a credible route to scaled, stacked and viable commercially representative devices by 2025 is a archivable position from which the route to scaled manufacture for mass production within 4 years is pragmatic and realistic expectation on time to deliver true volume manufacture of next gen battery technology

We are building a business with a clear ESG strategy that puts sustainability at the heart of how we measure and demonstrate value 20 7

Sustainability is at the core of our business proposition, with our strategy aligned to many of the UN's Sustainable Development Goals

Shortening
Supply
Chains
Co-location and shortening of supply chains across
our
sourcing
and
manufacturing
process,
driving
job
creation
and
protection
Job Creation
and
Protection
Create
vital
jobs
and
help
protect
existing
jobsin
the
automotive
sector
which
are
under
threat
Energy
Use
Powered
by
renewable
electricity
where
possible,
reducing the carbon inputs into the final battery
product
Emission
Reduction
Accelerate
the
electrification
agenda
reducing
CO2
emissions
and
pollutantsin
the
atmosphere
Circular
Economy
Driving
growth
of
the
circular
economy
e.g.
through
on-site
battery
recycling
facilities
Community
Regeneration
Community
regeneration
around
both
our
UK
and
Canadian
sites

We have developed a roadmap to reduce our carbon emissions across the value chain by 62% compared to benchmark value chain emissions

Targeting a reduction in our CO2 emissions to 25 kg CO2/kwh through focusing on core levers across the value chain:

  • Sustainable localised cathode material production
  • Cell production optimisation
  • PCAM sourcing from sustainable sources
  • Sustainable synthetic and natural graphite localised production
  • Materials recycling

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