Kalera S.A. — M&A Activity 2021

Aug 11, 2021

KALERA TO ACQUIRE &EVER GMBH A TRANSFORMATIONAL ACQUISITION IN THE VERTICAL FARMING INDUSTRY

11 AUGUST 2021

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Kalera to ACQUIRE &ever gmbh FOR a combination of cash and shares

Kalera has reached an agreement to acquire &ever Gmbh, a vertical farm headquartered in Germany with operations in the Middle East, Asia, and Europe. This will transform Kalera into a global vertical farming leader, accelerating its plans for international growth and broadening its product line to include cut leaf baby greens

Transaction Overview	✓ On 11 August 2021, Kalera agreed to acquire a leader in baby leaf production, &ever GmbH, for a total consideration reflecting an enterprise value for &ever Gmbh of EUR 130 million on a cash and debt free basis as of 1 July 2021. Under the terms of the agreement, &ever GmbH shareholders will receive EUR 21.6 million in cash and 27.9 million Kalera shares
	• 82% of the purchase price consideration will be paid in Kalera shares at a subscription price of NOK 36.68
	• Existing Kalera shareholders will own 87% of the combined company and &ever GmbH shareholders 13%, on a fully-diluted basis
	• The cash consideration will be financed through a debt facility provided by DNB or by other financing sources available to Kalera
	• &ever shareholders and management have agreed to a lock-up of 12 months and 3 years, respectively, on Kalera shares received as a result of the transaction
	• Faisal Al-Meshal from NOX Management, &ever's strategic partner in Kuwait, will be proposed to join Kalera's Board of Directors enhancing Kalera's strategy and long-term value creation in the Middle East and worldwide
Kalera Benefits	✓ The substantial benefits to Kalera of this acquisition include:
	• Immediate international operations and a strong pipeline: &ever has in-store grow-towers in Edeka stores in Germany; a large facility in Kuwait and a mega-farm under construction in Singapore. It also has a healthy pipeline of opportunities in the Middle East and Asia
	• A broader portfolio of leafy green products and production flexibility: &ever enables Kalera to deliver product in all segments of leafy greens - whole head, baby leaf and microgreens. It will also add new products including spinach, kale and arugula at every operational size – small in-store grow towers, and small to mega-sized farms producing single or a combination of products
	• A talented European-based management team to help Kalera expand internationally and improve unit economics: &ever CEO Dr. Henner Schwartz will become Kalera's Managing Director of EMEA and Asia, while &ever CTO Dr. Heiko Hosse will add German engineering expertise to Kalera's operations, particularly in the field of automation and climate control
	• Enhancing long term productivity by expanding Kalera's farm automation capabilities
	• Leveraging Vindara seeds into &ever's baby leaf production, reducing COGS and increasing output per sqm

&ever gmbh – BABY LEAF, NEW PRODUCTS AND ENGINEERING EXCELLENCE

&ever develops and operates vertical farming technology with a high degree of automation, growing baby leaf greens in a variety of flexible grow systems, from instore grow-towers to large scale farms. It has in-store operations already in German retail outlets, a large facility in Kuwait in production ramp-up, and a large farm under construction in Singapore for which it was awarded a highly competitive government grant based on its grow technology

• ✓ The company launched its R&D center in 2015 to grow select baby leaf produce including spinach, kale, endive, arugula, watercress, cilantro and bok choy
• ✓ First large-scale farm built in Kuwait in less that 10-months (currently in ramp-up phase), second large-scale farm under construction in Singapore, supported by major competitive government grant (operational est. Q1 2022)
• ✓ First on-site grow-tower (small-scale ready for deployment vertical farm) implemented in grocery stores in Munich (Edeka)
• ✓ The company developed a proprietary approach for seeding, germination, propagation, harvesting, and delivery of fresh baby leaf greens that optimizes the entire growing cycle through unique growing methods and technologies
• ✓ Operational facility capabilities include advanced climate cells for perfect climate conditions for each product and an automated intrafarm tray movement system that significantly reduces operating expenses for high volume/short cycle growing methods
• ✓ Large portfolio of exclusive IP rights and patents for growing media and production technology
  • Unique growth solutions including Dryponics®¹ and Bestponics©² growth substrates are exclusive to &ever. These expand the alternatives for growing leafy greens not currently possible using hydroponics or aeroponics growing methods
  • Plant science capabilities developed by &ever include extensive variety selection and optimized grow recipes for each variety
• ✓ The company has a broad portfolio of vertical farms that can produce small, medium, and large volumes of leafy greens depending on the market demand and requirements, allowing for rapid deployment of vertical farms worldwide to fulfill any demand at an attractive CAPEX and IRR

Overview www.and-ever.com

¹⁾ Technology for growing plants - substrate and media that include all nutrients to grow plants with only the addition of water

²⁾ Technology for growing baby leaf - membrane that reduces water consumption

World Class Managementteam to join Kalera

&ever Management Team will join Kalera's Management Team to strengthen Kalera's international capabilities and business development initiatives. In addition, Faisal Al-Meshal, an existing &ever Board Member, will be proposed for election to Kalera's Board of Directors, adding not only further industry and business expertise but also strong relationships throughout the Middle East

Dr. Heiko Hosse

CTO

Dr. Jan-Gerd Frerichs CDO

Johanna Leisch LL.M. Legal Counsel & CHRO

Franz Drack Daniel Lock CMO VP Business Development

1) Proposed for election to Kalera's Board of Directors 1

Kalera will Own the Largest Portfolio of Farming systems

Kalera's existing portfolio of vertical farms which include HyCube, Small-Scale facilities, and Large-Scale facilities for producing leafy greens, will significantly increase by adding &ever's existing portfolio of vertical farms and technology. This will allow Kalera to serve all market segments and for any demand through a full spectrum of vertical farms that require low CAPEX and can deliver all products ranging from baby leaf, full head, cut leaf, or teen leaf to serve all niches and customer preferences

LOW VOLUME CAPEX \$5k to \$250k MID VOLUME CAPEX \$500k to \$10,000k MEGA VOLUME CAPEX \$11,000k to \$20,000k

• Direct to consumer • Individual store solution

• One stop shop for "harvest on demand"

• Provides an alternative for small retailers looking to deliver fresh produce to customers

• Produces up to 200,000 plants per year

• Fully integrated kit that includes lamps, trays, and plant delivery mechanisms that is ready for deployment

• CAPEX for each grow tower is \$250,000

• Deploys in under 750 sq ft

• Provides retailers an in-store solution for selling fresh plants that are ready for harvesting

• Only water is needed after installing the system

• Produces up to 120,000 lettuce heads and herbs per year, microgreens in addition

• Provides lower production costs than under fully integrated growing subtracts

• CAPEX of \$200,000 for production equipment + Building depending on design and aesthetics

• Deploys in under 1,200 sq ft

• Allows large venues to showcase sustainable growing methods of fresh produce that are ready for consumption and are sold at a very competitive price

• Up to 6 million plants per year

• Provides capabilities to grow all kinds leafy greens (full head, baby leaf, cut leaf) at a low cost

• CAPEX of \$5-10 million

• Up to 16 million plants per year

• Provides capabilities to grow all kinds leafy greens (full head, baby leaf, cut leaf) at a very low cost

• CAPEX of \$11-20 million

Kalera will ACCELERATEITSGLOBALEXPANSION BY adding &EVER'Stwo vertical farms in the middleeast and Asia to itscurrentportfolio

Kalera will accelerate its international rollout plan with the addition of two international facilities and a strong pipeline of opportunities especially in the Middle East and Asia. The &ever facility in Kuwait is a partnership with NOX Management, an investment arm of IFA Group, an owner of food markets, restaurant chains, retail chains, and food distributors. The second farm in Singapore is under construction and will launch operations by the end of Q1 2022. This project was granted two awards by the Singapore government driven by its advanced technology for baby leaf production. These two farms will become Kalera's first international operations accelerating Kalera's rollout schedule. We expect rapid international expansion at strategic locations throughout Asia, Middle East, and Europe, driven by Kalera's and &ever's combined business plan spanning four regions by mid-2022, with an ability to offer a wider product and production portfolio to customers

Current Production Status:

Farm Key Facts:

• ✓ Built in less than 10 months with JV partner NOX Management
• ✓ Operational since early 2020, gradually ramping up
• ✓ Total growing area of 3,200m² with output of up to 550 kg/day or more than 50kg/m² of growing area
• ✓ Marketed, e.g., via retail, restaurants, hotels, eCommerce Deliverables / Milestones
• ✓ CAPEX app. €9M (incl. building) Pre Engineering Detailed Engineering

Current Offtake Agreements: Decision on final site Refurbishment Works Main Electricty Supply Arrival Key Hardware Components

Installation Climate Cells/ Intra-Logistics / HVAC

Ordering of Key Components Evaluating potential sites

First Automated Harvest Commercialization

2020	Deliverables / Milestones	2021 2020							2022
	Jun Jul Aug Sept Oct Nov Dec Jan Feb March April May Jun Jul Aug Sept Oct Nov Dec Jan Feb		Jul	Aug	Sept	Oct	Nov	Dec	Jan	Feb
	Pre Engineering
	Detailed Engineering
	Ordering of Key Components
	Evaluating potential sites
	Decision on final site
	Refurbishment Works
	Main Electricty Supply
	Arrival Key Hardware Components
	Installation Climate Cells/ Intra-Logistics / HVAC
	/ Irrigation / Seeding / Harvesting
	Installation IT Systems / Uploading Software
	Ramp up Test Hard- & Software
	Inspection Certificate
	Start Farming Process
	Start manual growing process
	First Automated Harvest
	Commercialization

Kuwait Facility In Operation Singapore Facility Under Construction

March April May Jun Jul

Farm Key Facts:

• ✓ Currently preparing for launch during Q1 2022, supported by major Singapore government award ("SFA 30x30")
• ✓ >15% higher efficiency than Kuwait farm
• ✓ 1.25T output per day (~2.5x more than Kuwait) Aug2021 2022

Sept Oct Nov Dec Jan Feb

✓ 16-layer installation, 161 sq ft high (vs. 96 sq ft height Kuwait) in existing storage building 4 months delay compared to original plan due to covid-related challenges (travel ban, longer lead times raw materials, etc.)

KALERA WILL HAVE a GLOBAL FOOTPRINT

• ✓ The indoor farming industry is highly fragmented into different product segments between microgreens, baby leaf, cut leaf, teen leaf, and full head. Kalera will become the only company with capabilities to serve every segment within the leafy greens industry, solidifying its position as an overall vertical farming market leader
• ✓ This will provide retailers and foodservice customers with a single source to serve all their leafy green needs, a value proposition in the marketplace that no other company has been able to offer until now, adding a total global addressable market for packed salads of \$11.6 billion in 2021 that is expected to grow to \$20.3 billion by 2028
• ✓ Kalera's product range will expand significantly not only in terms of segment but also type – &ever's baby leaf products already include spinach, arugula, kale, and cilantro

Ideal for growing:

• Romaine
• Butterhead/Bibb
• Crispy
• Frisee
• Multi Leaf

Ideal for growing:

• Spinach
• Arugula
• Kale
• Mizuna
• Cilantro
• Mustard Greens
• Asian Mixes
• Microgreen Mixes

&EVER'S GROW TECHNOLOGY AND PARTNERSHIPS ARE HIGHLY COMPLEMENTARY

By acquiring &ever, Kalera adds two grow technologies and strong German engineering partnerships. Kalera's Hydroponic grow systems are best-in-class and to-date have been used for growing whole-head lettuce and microgreens. &ever has two grow systems, Dryponics® and Bestponics©. Our analysis of this technology suggests they are highly flexible and productive for growing baby leaf and certain product varieties including spinach and arugula. They can also deliver a more effective smaller in-store growing system. All three grow technologies can be combined in large facilities to produce a wider variety of products with maximum efficiency. &ever's partnerships with Viessmann, Kardex Mlog, and Modula add outstanding expertise in climate control and tray movement systems

Kalera benefits and synergies -creating a global vertical farming leader

Kalera expects the acquisition of &ever to generate significant strategic benefits and synergies that will increase shareholder value over both the short and longterm, some of which are outlined below. Kalera's international rollout will be accelerated by a larger technology and product portfolio and talented new management team members. Adding expertise in new grow systems, automation and climate control engineering will also be important for industry leadership

• ✓ Becoming the global leader in the vertical farming industry with operations in the US, Europe, Asia and the Middle East
• ✓ Having the largest portfolio of products and technology in the industry enabling it to deploy vertical farms to produce, full head, cut leaf, baby leaf, and microgreens in various sizes and combinations to suit local demand
• ✓ Extending Kalera's leadership for indoor farming technologies by adding to its core expertise in hydroponics technology with &ever's Dryponics®¹ and Bestponics©² operations
• ✓ Substantially increasing the alternatives for Kalera to serve global markets where there is a preference for bagged salads and salad mixes, or other baby leaf products such as spinach, arugula, or cilantro
• ✓ Increasing Kalera's portfolio of farms by being able to deploy small-scale facilities of less than one million heads of lettuce per year at a very low cost
• ✓ Significantly leveraging Vindara's indoor seeds and genomics platform via introduction into &ever's existing farms. This should deliver both savings in raw materials for baby leaf production and productivity improvements
• ✓ Extending Vindara's reach to many new markets and further leverages Kalera's competitive advantage in seed optimization
• ✓ Combining world class leadership that will help lead Kalera's international expansion as well as adding important engineering expertise and relationships
• ✓ Complementing Kalera's production equipment stack by adapting and implementing tray movement technology and automation to reduce costs of sales and improve employee productivity
• ✓ Lowering combined headquarters expenses by leveraging Kalera's existing platform and resources to manage a global facility network

1) Technology for growing plants - substrate and media that include all nutrients to grow plants with only the addition of water 2) Technology for growing baby leaf - membrane that reduces water consumption

Kalera + &ever Gmbh

Benefits