HYNION Investor Presentation April 15, 2021

Scandinavia's most experienced hydrogen fuel retailer

Important notice/disclaimer

The information in this presentation has not been independently verified and no information, expressed or implied, may or should be considered guaranteed. It is subject to the reservation that the information is not complete. The information provided herein may further be subject to update, revision, verification and change, and such information may change significantly. Hynion AS is not obligated to update or retain unchanged information in this presentation and any opinions expressed herein may be changed without notice. Hynion AS shall not have any liability (in the event of negligence or otherwise) for any loss arising from the use of this presentation or its content or otherwise arising in connection with this presentation. The disclaimer for Hynion AS applies correspondingly to representatives of Hynion AS and the company's advisors. This document is not an offer, recommendation or solicitation to invest in the company, or advice of any other sort. Any such decision is subject to your own request, investigations and due diligence.

The presentation contains several statements that are, or can be considered as "forward-looking statements". These forward-looking statements can be identified using forward-looking terminology, including the terms "expecting", "estimating", "wanting", etc. Or, in each case, their negative, and comparative terminology. These forwardlooking statements include all things that are not historical facts. Future statements can, and often end up, differ significantly from actual results. Some forward-looking statements in this presentation reflect Hynion AS 'current view regarding future events and are subject to risk and uncertainty related to future events and assumptions. This applies in particular (but not limited to) Hynion AS 'operational and financial position, prospectuses, operating results, framework conditions, competitive position, growth, strategy and expectations. All forward-looking statements only apply for the date when they are made. Future statements are not guarantees of future performance, and actual results, performance, market conditions, etc. will most likely differ from these. All forward-looking statements are governed by the disclaimer set out above.

Presenting today

Ulf Hafseld

CEO Hynion AS Board member Hynion AS Chairman Hynion Sverige AB

Long and broad hydrogen experience; Business Development Manager Norsk Hydro, Head of Business development Statoil, CEO in Hyop AS

The fuel market is about to change dramatically

Greenhouse gas emissions must be cut in all sectors including the transport sector

Many regions and countries have ambitious targets for Zero Emission Vehicles (ZEV)

New legislation will further push this development trend

The transport sector has started to move away from fossil fuels

Fossile fuels Other

Hydrogen will be required to meet the targets

Large push from European countries unlocks massive market

There is a huge gap between required and planned hydrogen stations

Source: FCH – Hydrogen Roadmap Europe 1) Equivalents of large HRS (1,000kg daily capacity); utilization relative to steady state 2) Indicative position

Hydrogen is becoming the cheapest option for long-haul transport

Source: Hydrogen Council – Path to Hydrogen Competitiveness 1) Total Cost of Ownership

Hydrogen cars can replace fossil cars

Hydrogen represents a time-efficient fueling solution: Fast refueling; 3-5 min, and a long driving range; 500 – 700 km
Hydrogen price at 108 NOK/kg equals petrol price at 15.6 NOK/l
More and more city zones will be closed for fossil fueled cars. Hydrogen fueled cars are Zero Emission Vehicles (ZEV) and will be admitted
Hydrogen cars will be important to fulfil car manufacturers average GHG-emissions and can be produced at competitive cost with large scale production

Competitive range and cost proposition Strong regulatory support Incentives expected to remain for years to come

Examples from Norway:

Zero import duty and no VAT plus other incentives for hydrogen cars will last up to 2025/50,000 cars, while BEV incentives are gradually being reduced
Unrestricted use of bus lanes for hydrogen cars
Zero cost on toll roads can give substantial savings for taxis and trucks

		Mercedes e-class		Toyota Mirai
E24 (7/1-21)	Consumption per 100km	6.3L		0.79 kg H2
	Average price	12.02 NOK/L diesel (inc VAT . 1.48 NOK/L discount)		108 NOK/kg (inc. VAT)
Heavy transport	Yearly fuel cost (50,000km)	37,863 NOK	<	43,200 NOK
	Yearly toll cost	40,040 NOK	>	0 NOK
Emission-free by 2030	Total yearly cost	77,903 NOK	>	43,200 NOK

Hydrogen is already superior for large cars

Consumption per 100km	23.9 – 26.1 kWh	=	26.1 kWh (0.79 kg H2)
Reach	370 – 408 km	<	650 km
Time to fully charge	50 min	>	3 – 5 min

Zero emission zones get the green light	Great saving for taxis with hydrogen
"		Mercedes e-class	Toyota Mirai
Minister of Climate and Environment Sveinung Rotevatn (V) had a happy message to the city councils in Oslo and Bergen: It is allowed with urban zones where fossil
cars are banned. - E24 (7/1-21)	Consumption per 100km	6.3L	0.79 kg H2
		12.02 NOK/L diesel (inc

	Oslo is targeting 100% emission-free vehicles
Private cars	Vans	Public transport	Heavy transport

Emission-free	Emission-free	Emission-free	Emission-free

by 2028

by 2030

Right now, the space is open for specialized hydrogen fuel players

Hydrogen is more complicated to introduce than most other new fuels and requires dedicated expertise

Hynion is in a good position to move quickly in the emerging hydrogen fuel market

HYNION			Everfuel
• Will establish hydrogen fuel stations and hydrogen supply based on renewable energy and/or biogas		• Will establish hydrogen fuel stations and hydrogen supply based on renewable energy
• Uses HYNION station technology and production technology from Metacon		• Uses NEL station technology and electrolysers
and other suppliers • Hydrogen cost is controlled in early phase before hydrogen is available as commodity		• Aims to establish large scale production and distribution to reduce hydrogen cost
Flexible set-up for early phase introduction		Business model depends on realizing large volumes fast

HYNION	Early phase with local or on-site production by reformers or electrolysers	Minimize transport to local distribution	HYNION station technology		Hubs with taxis, cars, trucks, buses
	Production	Distribution		Retail	Customers
Everfuel	Large scale production with NEL electrolysers	Trucked-in with large units	NEL1 station technology		Focus on large fleets of bus/truck/taxi

2. HYNION in brief

HYNION will leverage experience from Norsk Hydro, Statoil and HYOP

HYNION is an established player in the hydrogen market, ready to capitalize on new market opportunities

HYNION in brief

§ HYNION's main business is to sell hydrogen fuel through own hydrogen stations
§ Running business with one station in operation and two to be re-opened in 1H2021
§ HYNION owns and operates the busiest hydrogen station in North Europe (Høvik)
§ Scandinavia's most experienced hydrogen retailer in business since 2007
§ Two decades of competence in technology design, development, construction and operation of hydrogen stations
§ In-house technology for hydrogen stations

Key player in hydrogen value chain

HYNION already operates three stations

HYNION is already established in the hydrogen market

HYNION owns and operates three stations, one of which is the busiest in Northern Europe

Proprietary station technology

HYNION has know-how, experience and competence on how to design, build and operate hydrogen stations

HYNION's core station module technology at Høvik has been in operation > 10 years with world-leading performance

In the longer-term HYNION will be a leading player in the hydrogen fuel market

Game plan: Flexible approach to international expansion

1 2019: Established in Norway

Hynion bought two stations and a transport container from HYOP's bankruptcy estate
November 2019: Høvik in operation as Norway´s only public hydrogen station
2020: Adding line II at Høvik, preparing for reopening Porsgrunn

2 2020: Established in Sweden

Hynion Sverige AB established
Purchased Woikoskis station in Gothenburg
Contract with Renova to refuel renovation trucks
Preparing cooperation for expansion

3 2021-24: Expansion

2022: 5 additional stations in Norway and Sweden
Start building a network of 30 stations in Scandinavia/Northern Europe
In-house technology available for new stations
On-site production with local distribution from various technologies

4 2025-30: Large scale expansion

Expanding station network in Europe to >>100 stations
Ambition to become a major European hydrogen retailer

3. Financials

HYNION is growing fast in parallel with market maturation

Highly profitable operations if cost price of hydrogen can be controlled

Key takeaways from today's presentation

The fuel market is about to change and move to zero emission fuels – hydrogen will be needed

HYNION is established as an experienced and integrated hydrogen fuel provider

HYNION is targeting a rapidly expanding fueling market, projects with attractive return on investment

LOIs signed with partners/potential customers underpinning growth ambitions; 8 fueling stations targeted by end-2022, 30 stations medium-term and substantial additional growth long-term

Listing on Euronext Growth in Oslo with trading from 16/4-21. Funds of NOK 60m raised

Investing in the Company's shares (the "Shares") involves inherent risks. Prospective investors should carefully consider, among other things, the risk factors set out in this section before making an investment decision in respect of the Shares. The risks and uncertainties described below are not the only ones facing the Company. Additional risks not presently known to the Company or that the Company currently deems immaterial, may also impair the Company's business and adversely affect the price of the Shares. If any of the following risks materialize, individually or together with other circumstances, the Company's business, prospects, financial position and/or operating results could be materially and adversely affected, which in turn could lead to a decline in the value of the Shares and the loss of all or part of an investment in the Shares.

A prospective investor should consider carefully the factors set forth below, and elsewhere in this investor presentation, and should consult his or her own expert advisors as to the suitability of an investment in the Shares. An investment in the Shares is suitable only for investors who understand the risk factors associated with this type of investment and who can afford a loss of all or part of an investment in the Shares. The information herein is presented as of the date hereof and is subject to change, completion or amendment without notice.

The order in which the below risks are presented is not intended to provide an indication of the likelihood of their occurrence nor their severity or significance.

1. RISKS RELATED TO THE GROUP AND THE INDUSTRY IN WHICH THE GROUP OPERATES

1.1 The Company may not be able to successfully implement its strategies

Achieving the Company's objectives involves inherent costs and uncertainties. There is no assurance that the Company will be able to achieve its objectives within its expected time-frame or at all, that the costs related to any of the Company's objectives will be at expected levels or that the benefits of its objectives will be achieved within the expected timeframe or at all. The Company's strategies may also be affected by factors beyond its control, such as volatility in the world economy and in its markets, the capital expenditure and investment by customers and the availability of acquisition opportunities in a market. Any failures, material delays or unexpected costs related to the implementation of the Company's strategies could have a material adverse effect on the Company's business, results of operations, cash flows, financial condition and/or prospects

1.2 Risks related to third parties

The Company is dependent on a limited number of third party suppliers for key components such as fuel cell hydrogen trailers and infrastructure equipment for e.g. hydrogen fueling stations. If the Company's suppliers are e.g. prevented from supplying, delivers products not in compliance with contractual obligations or which do not perform as well as expected, or decide to expand its offerings and become a competitor of the Company, thereby discontinuing the supply to the Company, then the Company may be delayed in manufacturing its products and services or its products and services may be available only at a higher cost which could prevent the Company from timely delivering its products and services to its customers and this may have a negative impact on the Company's business, financial position and results of operation.

1.3 The Company is dependent on key personnel

The Company's success depends on the services of highly qualified and specialized personnel and management. Loss of key personnel and management could therefore have a material adverse effect on the Company's business, results of operation, cash flows, financial condition and/or prospects.

Similarly, the Company's future development is dependent on its ability to attract, retain and develop skilled personnel and to develop the level of expertise throughout the Company's organization. Due to intense competition and shortage of professionals with relevant qualifications, there is a risk that the Company will be unable to find a sufficient number of appropriate key executives, key employees and qualified new employees to effectively manage the business and its anticipated growth. Should the Company be unable to attract and retain skilled personnel, this could therefore have a material adverse effect on the Company's business, results of operation, cash flows, financial condition and/or prospects.

1.4 The Company is dependent on goodwill, reputation and on maintaining good relationships with customers, partners, suppliers and employees

The Company depends on goodwill, reputation and on maintaining good relationships with customers, partners, suppliers and employees. Negative publicity related to the Company could, regardless of its truthfulness, adversely affect the Company's reputation and goodwill. Negative reputational publicity may arise from a broad variety of causes, including incidents and occurrences outside the Company's control. No assurance can be given that such incidents will not occur in the future, which may cause negative publicity about the operations of the Company, which in turn could have a material adverse effect on the Company. Negative publicity could further jeopardize the Company's relationships with customers and suppliers or diminish the Company's attractiveness as a potential investment opportunity. In addition, negative publicity could cause any customers of the Company to purchase products from the Company's competitors, and thus decrease the demand for the Company's products. Any circumstances that publicly damage the Company's goodwill, injure the Company's reputation or damage the Company's business relationships, may lead to a broader adverse effect in addition to any monetary liability arising directly from the damaging events by way of loss of business, goodwill, customers, partners and employees.

1.5 Risks related to the COVID-19 outbreak

The outbreak of the coronavirus (COVID-19) may have a material adverse effect on the Company. The coronavirus may affect the overall performance of the Company, including the Company's ability to develop its products and services and implement its business plan, and may result in delays, additional costs and liabilities, which in turn could have a material adverse effect on the Company's results, financial condition, cash flows and prospects.

1.6 Insurance risk

The Company may not be able to maintain adequate insurance in the future at rates the Company's management considers reasonable or be able to obtain insurance against certain risks. Moreover, the Company's insurance coverage is subject to certain significant deductibles and levels of self-insurance, does not cover all types of losses and, in some situations, may not provide full coverage for losses or liabilities resulting from the Company's operations. In addition, the Company may experience increased costs related to insurance. Insurers may not continue to offer the type and level of coverage that the Company currently maintains, and its costs may increase substantially as a result of increased premiums, potentially to the point where coverage is not available on economically manageable terms. Should liability limits be increased via legislative or regulatory action, it is possible that the Company may not be able to insure certain activities to a desirable level. If liability limits are increased and/or the insurance market becomes more restricted, the Company's business, financial condition and results of operations could be materially adversely affected.

1.7 The Company is exposed to the risk of cyber crime

The Company uses information technology systems to develop and conduct its business. Disruption, failure or security breaches of these systems could materially and adversely affect its business and results of operations. The Company uses industry accepted security measures and technology such as access control systems to securely maintain confidential and proprietary information maintained on its IT systems, and market standard virus control systems. However, the Company's portfolio of hardware and software products, solutions and services and its enterprise IT systems may be vulnerable to damage or disruption caused by circumstances beyond its control, such as catastrophic events, power outages, natural disasters, computer system, IT infrastructure or network failures, computer viruses, cyber-attacks or other malicious software programs. The failure or disruption of the Company's IT systems to perform as anticipated for any reason could disrupt the Company's business and result in decreased performance, significant remediation costs, transaction errors, loss of data, processing inefficiencies, down-time, litigation, and the loss of customers and other users. A significant disruption or failure could have a material adverse effect on the Group's business, results of operations and prospects.

1.8 Risks related to technological change in a highly competitive energy market

The Company competes in a highly competitive energy market, with many competitors within the hydrogen fuel sector. The Company provides hydrogen distribution services and operates hydrogen stations and there are or will be many competitors providing substitutional products or services based on the same or other technologies. The energy market consist of competitors which have longer operating histories, greater name recognition, lower costs, better access to skilled personnel, research and development partners, access to larger customer bases and significantly greater financial, sales and marketing, manufacturing, distribution, technical and other resources than the Company. There is a risk that competitors may utilize technological change to launch new products and services, to provide products or services at more competitive prices, or to secure exclusive rights to new technologies. If these circumstances materialize, it may have a material adverse effect on the Company's business, prospects, financial results or results of operations.

1.9 Risks related efficiency of hydrogen and price of renewable power

The efficiency of hydrogen, the so-called "well-to-wheel", is typically lower than that of battery technologies. A higher price for renewable power than what is assumed in the Company's budgets and business plan could consequently negatively affect the demand for hydrogen, which could materially adversely affect the Company's revenues, results of operation and cash flow. The Company's investments for production facilities, hydrogen stations and distribution may exceed the Company's current estimates or be delayed, and the price of hydrogen may change rapidly, both of which may have a material adverse effect on the Company's business, prospects, financial conditions, results of operations and/or cash flow.

1.10 Risk related to markets for hydrogen fuelling products

Significant markets may never develop for hydrogen fueling products, or they may develop more slowly than the Company anticipates. Any such delay or failure would significantly harm the Company's revenues and it may be unable to recover the losses it has incurred and expect to continue to incur in the development of its products and services. Fueling products and services represent an emerging market, and whether or not end-users will want to use such products and services may be affected by many factors, many of which are outside the Company's control, including: the emergence of more competitive products and services; negative incidents in the industry; other environmentally clean technologies and products that could render the Company's products and services obsolete; the future cost of hydrogen and other fuels; the regulatory requirements, hydrogen refueling infrastructure; government support, hydrogen storage technology and hydrogen refueling technology; and the future costs of fuels used in existing technologies.

1.11 Risk related to problems with product quality or product performance, including defects

The Company's products and services must meet stringent quality requirements, but may contain defects that are not detected until after delivery to the customer because the Company cannot test for all possible scenarios or applications. Also, the Company may fail to properly maintain and service equipment, which may lead to defects which it is liable for. As an example, a failure to provide pure hydrogen may lead to leaks or material damages to fuel cells or other equipment. Further, the Company sources hydrogen from third parties, and to the extent this does not meet the Company's quality requirements, it could lead to material defaults, resulting in the shut-down of hydrogen fueling stations or, in a worst case scenario, severe material and personnel damage. Any such damage or defects could cause the Company to incur significant replacement costs or re-engineering costs, and significantly affect its customer relations and business reputation.

Furthermore, widespread product failures may damage the Company's market reputation, reduce its market share and cause sales to decline. The Company's offerings may be expanded over time, e.g. to cover additional parts of the value chain, which will lead to increased exposure to quality and product performance claims. A successful product liability claim against the Company could require it to make significant damage payments, which would negatively affect the Company's business, prospects, financial results and results of operations. Although a defect in the Company's products and services may be caused by defects in products delivered by the Company's sub-suppliers, there can be no assurance that the Company will be entitled to or be successful in claiming reimbursement, repair, replacement or damages from its sub-suppliers relating to such defects.

1.12 Risk related to intellectual property, trade secret laws and contractual restrictions to protect important proprietary rights

The Company seeks to protect important proprietary information. The steps taken by the Company to protect its proprietary information may not be adequate to prevent misappropriation of its products and services. Any inability to adequately protect its proprietary rights, including but not limited to competitive actions from former employees, could result in the loss of some of the Group's competitive advantage, which could harm the Company's ability to compete, to generate revenue and to grow its business. This could have a significant adverse effect on the Company's business, prospects, financial results and results of operations.

1.13 The Company may be unable to manage successfully the anticipated expansion of its operations

The Company intends to, inter alia, continue to pursue growth initiatives and expand facilities. The uneven pace of the Company's anticipated expansion in facilities, staff and operations may place serious demands on the Company's managerial, technical, financial and other resources. The Company organization is currently relatively small. There is no guarantee that the Company will be able to build a capable organization at a speed that is required to meet the demand by its customers or potential customers, nor that it will be able to effectively establish and implement internal processes and tools to manage the expansion in line with what would be required and expected. The Company's failure to manage its growth effectively or to implement its strategy in a timely manner may have a significant adverse effect on the Company's business, prospects, financial results and results of operations, and may significantly harm its ability to achieve profitability.

1.14 The Company's large commercial projects are subject to risk of delay, cost overruns, renegotiation or cancellation

The Company participates in large commercial projects. Such projects are subject to risks of delay and cost overruns inherent in any large projects from numerous factors, including unexpectedly long delivery times for, or shortages of, key equipment, parts and materials, labor disputes and work stoppages, health, safety and/or environmental accidents/incidents or other safety hazards, disputes with suppliers, adverse weather conditions or any other force majeure events, and inability or delay in obtaining regulatory approvals or permits. Failure to complete a commercial project on time could have a negative impact on the Company's reputation and customer relationships. The Company could also be exposed to contractual penalties for failure to complete the project and commence operations in a timely manner, all of which would materially adversely affect the Company's business, financial condition and results of operations.

1.15 Integration of acquisitions may take longer or prove to be more costly than anticipated

The Company may carry out acquisitions of other companies, or material assets in the future to secure growth. Any acquisition entails certain risks, including operational and company-specific risks. There is always a risk that the integration process could take longer or be more costly than anticipated. Any failure to successfully integrate acquisitions into the Company, could influence the results of operations of the combined group negatively. Any integration process will require significant time and resources, require significant attention from management and disrupt the ordinary functioning of business, and the Company may not be able to manage the process successfully, which could harm its business. If any such factor occurs, this may have a negative impact on the Company's business, financial position and results of operation.

1.16 Risk relating to the Company's customers ability to succeed

The Company's ability to generate incremental revenue depends to a substantial degree on its potential customers' ability to succeed with hydrogen fuel. If the Company's customers are not successful with the hydrogen fuel solution, e.g. as a result of original equipment manufacturers failing to provide a sufficient number of vehicles at an attractive price, sales to such customers may be adversely affected, and the Company's revenues and results may suffer as a result.

2. RISKS RELATED TO THE SHARES AND THE ADMISSION

2.1 An active trading market for the Company's Shares may not develop

The Shares have not previously been tradable on any stock exchange, regulated marketplace, multilateral trading facility or other marketplace. No assurance can be given that an active trading market for the Shares will develop on Euronext Growth Oslo, nor sustain if an active trading market is developed. The market value of the Shares could be substantially affected by the extent to which a secondary market develops for the Shares following completion of the Admission.

2.2 The Company will incur increased costs as a result of being listed on Euronext Growth Oslo

As a company with its shares listed on Euronext Growth Oslo, the Company will be required to comply with the reporting and disclosure requirements that apply to companies listed on Euronext Growth Oslo. The Company will incur additional legal, accounting and other expenses in order to ensure compliance with the aforementioned requirements and other rules and regulations. The Company anticipates that its incremental general and administrative expenses as a company with its shares listed on Euronext Growth Oslo will include, among other things, costs associated with annual reports to shareholders, shareholders' meetings and investor relations. In addition, the board of directors of the Company and management may be required to devote significant time and effort to ensure compliance with applicable rules and regulations for companies with shares listed on Euronext Growth Oslo, which may entail that less time and effort can be devoted to other aspects of the business.

2.3 The price of the Shares may fluctuate significantly

The trading volume and price of the Shares could fluctuate significantly. Some of the factors that could negatively affect the Share price or result in fluctuations in the price or trading volume of the Shares include, for example, changes in the Company's actual or projected results of operations or those of its competitors, changes in earnings projections or failure to meet investors' and analysts' earnings expectations, investors' evaluations of the success and effects of the Company's strategy, as well as the evaluation of the related risks, changes in general economic conditions or the equities markets generally, changes in the industries in which the Company operates, changes in shareholders and other factors. This volatility has had a significant impact on the market price of securities issued by many companies. Those changes may occur without regard to the operating performance of these companies. The price of the Shares may therefore fluctuate due to factors that have little or nothing to do with the Company, and such fluctuations may materially affect the price of the Shares. Further, major sales of shares by major shareholders could also negatively affect the market price of the Shares.

2.4 Future issuances of Shares or other securities could dilute the holdings of shareholders and could materially affect the price of the Shares

The Company may in the future decide to offer and issue new Shares or other securities in order to finance new capital intensive projects, in connection with unanticipated liabilities or expenses or for any other purposes. Depending on the structure of any future offering, certain existing shareholders may not have the ability to purchase additional equity securities. An issuance of additional equity securities or securities with rights to convert into equity could reduce the market price of the Shares and would dilute the economic and voting rights of the existing shareholders if made without granting subscription rights to existing shareholders. Accordingly, the Company's shareholders bear the risk of any future offerings reducing the market price of the Shares and/or diluting their shareholdings in the Company.

2.5 Norwegian law could limit shareholders' ability to bring an action against the Company

The rights of holders of the Shares are governed by Norwegian law and by the Company's articles of association. These rights may differ from the rights of shareholders in other jurisdictions. In particular, Norwegian law limits the circumstances under which shareholders of Norwegian companies may bring derivative actions. For example, under Norwegian law, any action brought by the Company in respect of wrongful acts committed against the Company will be prioritized over actions brought by shareholders claiming compensation in respect of such acts. In addition, it could be difficult to prevail in a claim against the Company under, or to enforce liabilities predicated upon, securities laws in other jurisdictions.

2.6 Pre-emptive rights to subscribe for Shares in additional issuances could be unavailable to U.S. or other shareholders

Under Norwegian law, unless otherwise resolved at the Company's general meeting of shareholders, existing shareholders have pre-emptive rights to participate on the basis of their existing ownership of Shares in the issuance of any new Shares for cash consideration. Shareholders in the United States, however, could be unable to exercise any such rights to subscribe for new Shares unless ^a registration statement under the U.S. Securities Act is in effect in respect of such rights and Shares or an exemption from the registration requirements under the U.S. Securities Act is available. Shareholders in other jurisdictions outside Norway could be similarly affected if the rights and the new Shares being offered have not been registered with, or approved by, the relevant authorities in such jurisdiction.

The Company is under no obligation to file a registration statement under the U.S. Securities Act or seek similar approvals under the laws of any other jurisdiction outside Norway in respect of any such rights and Shares. Doing so in the future could be impractical and costly. To the extent that the Company's shareholders are not able to exercise their rights to subscribe for new Shares, their proportional interests in the Company will be diluted.

3. RISKS RELATED TO LAWS AND REGULATIONS

3.1 Risks related to litigation, disputes and claims

The Company may in the future be involved from time to time in litigation and disputes. The operating hazards inherent in the Company's business may expose the Company to, amongst other things, litigation, including product liability litigation, personal injury litigation, intellectual property litigation, contractual litigation, tax or securities litigation, as well as other litigation that arises in the ordinary course of business. No assurance can be given that the Company is not exposed to claims, litigation and compliance risks, which could expose the Company to losses and liabilities. Such claims, disputes and proceedings are subject to uncertainty, and their outcomes are often difficult to predict. Adverse regulatory action or judgment in litigation could result in sanctions of various types for the Company, including, but not limited to, the payment of fines, damages or other amounts, the invalidation of contracts, restrictions or limitations on the Company's operations, any of which could have a material adverse effect on the Company's business, financial condition, results of operations and/or prospects.

3.2 Changes in tax laws of any jurisdiction in which the Company operates, and/or any failure to comply with applicable tax legislation may have a material adverse effect for the Company

The Company is and will be subject to prevailing tax legislation, treaties and regulations in the jurisdictions in which it operates, and the interpretation and enforcement thereof. The Company's income tax expenses are based upon its interpretation of the tax laws in effect at the time that the expense is incurred. If applicable laws, treaties or regulations change, or if the Company's interpretation of the tax laws is at variance with the interpretation of the same tax laws by tax authorities, this could have a material adverse effect on the Company's business, results of operations or financial condition. If any tax authority successfully challenges the Company's operational structure, pricing policies or if taxing authorities do not agree with the Company's assessment of the effects of applicable laws, treaties and regulations, or the Company loses a material tax dispute in any country, or any tax challenge of the Company's tax payments is successful, the Company's effective tax rate on its earnings could increase substantially and the Company's business, earnings and cash flows from operations and financial condition could be materially and adversely affected.

3.3 Risks associated with changes to accounting rules or regulations

Changes to existing accounting rules or regulations may impact the Company's future profit and loss or cause the perception that the Company is more highly leveraged. New accounting rules or regulations and varying interpretations of existing accounting rules or regulations may be adopted in the future and could adversely affect the Company's financial position and results of operations.

4. FINANCIAL RISKS

4.1 Adequate funding may not be available in the future

To the extent the Company does not generate sufficient cash from operations, the Company may need to raise additional funds through public or private debt or equity financing to execute the Company's strategy and to fund capital expenditures. Adequate sources of capital funding might not be available when needed or may only be available on unfavorable terms. If funding is insufficient at any time in the future, the Company may be unable to, inter alia, fund acquisitions, take advantage of business opportunities or respond to competitive pressures, any of which could adversely impact the Company's financial condition and results of operations.

4.2 Future debt arrangements could limit the Company's liquidity and flexibility

Any future debt arrangements could limit the Company's liquidity and flexibility in obtaining additional financing and/or in pursuing other business opportunities . Further, the Company's future ability to obtain bank financing or to access the capital markets for any future debt or equity offerings may be limited by the Company's financial condition at the time of such financing or offering, as well as by adverse market conditions related to, for example, general economic conditions and contingencies and uncertainties that are beyond the Company's control . Failure by the Company to obtain funds for future capital expenditures could impact the Company's results, financial condition, cash flows and prospects .

4 . 3 Risks related to contractual default by counterparties

The ability of each counterparty to perform its obligations under a contract with the Company will depend on a number of factors that are beyond the Company's control including, for example, factors such as :

general economic conditions ;
the condition of the industry to which the counterparty is exposed ; and
the overall financial condition of the counterparty .

Should a counterparty fail to honor its obligations under its agreements with the Company, this could impair the Company's liquidity and cause significant losses, which in turn could have a material adverse effect on the Company's business, results of operations, cash flows, financial condition and/or prospects .

4 . 4 Risk relating to foreign sales and operations

A substantial portion of the Company's future revenues shall, according to the business plan, come from foreign sales and the Company expects to continue expanding its international operations . The Company's international activities may be subject to inherent risks, including regulatory limitations restricting or prohibiting the provision of the Company's products and/or services, unexpected changes in regulatory requirements, tariffs, customs and other trade barriers, difficulties in staffing and managing foreign operations and technology export and/or import restrictions or prohibitions . Laws and regulations are subject to continual changes, whereas some legislative changes may be either disadvantageous to the Company's business or could oblige the Company to change its course of business or amend its business strategy to a less profitable strategy . If the Company does not properly manage foreign operations or if the Company fails to comply with applicable national and/or international laws and regulations could lead to costly litigations, penalties and other sanctions, and thus materially adversely affect its business and profitability .