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FINANCIAL ADVISORS TO PERX
COMPANY
PRESENTATION
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It’s fair to say that parts of the banking and finance
industries have failed to understand the need for
innovation and disruption.
In the recent years we have seen an explosive growth in
the market for unsecured lending – credit cards and
consumer loans - with many new niche banks fighting for
market shares. The aggressive marketing and lending
practices by the banks have resulted in significant
financial and social challenges for thousands of
individuals and their families in Norway. The owners of
the banks, on the other hand, have seen their share
values increase in line with the banks’ soaring profits.
This is all made possible, of course, by charging the
borrower an interest rate of 15 -20 %, while admitting
only a 1 - 2 % interest rate to deposit customers. At Perx,
we believe this kind of business conduct is immoral,
hostile to society and unnecessary. There is time for a
change.
Our model is based on the sharing economy. People with
money are being connected with people in need of
money. We eliminate the main problem, the bank as an
intermediary. The lenders are offered a higher interest
rate on their savings, and the borrowers can refinance
their credit cards or consumer loans and shave off 50%
of their interest costs.
In order to keep a low risk level on the lending platform,
Perx targets the most solvent part of the refinancing
market. Low risk is essential for the lenders on the
platform, especially these days. In addition, the practice
of banks and credit card companies, of offering high
interest rates to all customers, regardless of credit rating,
is perceived particularly unfair by the more affluent
consumers.
The Perx business model is fair, moral and in line with
consumer expectations. The model has enjoyed
tremendous success in countries such as Sweden,
England and the United States. We will never contribute
to, or encourage, increased consumption. We do not
want to be a part of the problem, but a part of the
solution.
Welcome to Perx.
Improvement through disruption -
in everyone’s best interest
Morten Grusd
CEO
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Executive summary
Perx – A new way of looking at the market for refinancing of unsecured debt
Perx is a crowdlending platform focused on refinancing of unsecured consumer lending
Platform with product
expansion potential
• Initial phase focus on the “high end” of the refinancing market with premium credit score
• Registered with Norwegian Financial Supervisory Authority (FSA)
• Possibility for international expansion and product expansion using existing platform and system set-up
• Highly disruptive pricing (4.5% - 7.9%), combined with strict credit policy, attracts low risk customers looking to refinance existing credit card
debt or consumer loans
• Represents a new asset class for investors that want higher returns than on a savings account and an alternative uncorrelated to stocks
• New debt register in Norway lowers risk further for lenders that are looking for attractive returns on their assets
• Strong political support of crowd funding as expressed in the government platform
Attractive market
opportunity
• CEO with extensive executive and operational experience from BRAbank (co founder), Ikano Bank and SEB Kort
• Highly qualified CFO, also from BRAbank, and COO from DNB, both having highly relevant work experience
• Experienced BoD with substantial knowledge within banking and IT
Highly competent
management team
and BoD
• A scalable business model with modest capital requirements
• Low operational and distribution costs
• Digital processes and user friendly solutions
Scalable and efficient
• Perx has developed a strong platform and secured the right management team, and is now ready to intensify marketing and scale-up rapidly
• Agreement with Storebrand Bank expands the target group and enables ambitious growth plansReady for scale-up
Perx is ready to disrupt the refinancing market for consumer debt in Norway
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Disruption is finally happening to consumer lending in Norway
Introduction | Opportunities both in the short and long run
About time…!
Numerous industries have already been disrupted by innovative technology driven start-up companies. Airbnb,
Über, Netflix and Spotify are examples of companies that have changed consumer behaviour – and lives
Crowdfunding in general, and crowd lending in particular, is disrupting a conservative banking industry in line with
the ideas of the sharing economy
New regulations and recent macro-economic developments caused by the Corona crises make up a perfect back-
drop for offering innovative consumer lending solutions, presenting consumers with a real refinancing alternative
«Crowdlending for consumer loans is a head-on attack on one of the most
profitable products in banking. With little to no legacy, crowdlending platforms
may provide cost-efficient loan origination where both investors receive
premium returns as well as providing loans at a lower interest rate to
borrowers»
“Crowdfunding is, in my opinion, one of the most exciting fields in fintech, and
even though the field has had a slow start in Norway compared to other
countries, the segment is now blooming … Whether you as a bank is actively
involved or remain on the fence, this area is moving at a pace where it is wise
to pay attention”
Chief Digital Officer, Sbanken
Christoffer Hernæs
Hernaes.com: State of the nation for crowdfunding in Norway, May 6, 2019
Perx is ready to offer individuals with consumer debt a better solution
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The effects of the corona crises create great growth opportunities for crowd lending
Introduction | Opportunities both in the short and long run
The corona crises reinforces the need for change in a conservative industry
Effects of the corona crises Consequences and opportunities
Note:
1) Gjeldsregisteret, Feb 29, 2020
2) Data received from Experian
Norwegian consumer banks are facing growth
challenges as portfolios abroad grow as a result of
recent NOK depreciation.
Very few customers are granted new loans or
refinancing regardless of credit rating1
Increased financial uncertainty motivates consumers to
refinance expensive credit card debt and consumer
loans
Perx offers refinancing from 4,5% to 7,9% compared to
average consumer loans at 14,98% and credit cards at
18,19% 1
Agreement with Storebrand Bank expands growth
potential significantly as the bank will handle
approximately 65% of all applications received for
scoring 2
Lenders are assumed to be less willing to finance
loans to private individuals in the short-run. Gradual
return to normal activity level, i.e loans on the platform
are fully financed within 2-4 days expected by end
June.
Business case adapted to current market conditions
and temporary weak lender interest
Storebrand expected to handle 80% of all applications
in a transition period
2
3
4
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Stable source of funding, increased market reach and reduced risk for platform lenders
Introduction | Opportunities both in the short and long run
Agreement with Storebrand Bank is a game changer for Perx
• With an intention to boost profitability of a 50 BNOK portfolio, mainly made up by mortgages, Storebrand wants
to grow in the area of unsecured lending
• As a bank, Storebrand Bank has a somewhat higher risk acceptance than Perx. A wider customer segment can
be served through this channel.
• Applications going to Perx are from customers representing the lowest risk. Expressed as probability of default
between 0,10% - 1,45%
• Storebrand Bank’s nominal interest rates of 7,90% - 12,90% are «best in class» compared to other banks in the
same risk segments.
Perx Storebrand
Distribution of customers between Perx and Storebrand
Risk category A B C D
Interest rate 4.50% 6.50% 7.90% 7.9% - 12.9%
Probability of default 0.24% 0.67% 1.45% 1.45% - 9.60%
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Perx aims to attack the consumer banks’ practice head on through honest and direct communication
Introduction | Opportunities both in the short and long run
Forceful and distinct market positioning
Attacking the consumer banks’ practice of high
interest rates taking undue advantage of
borrowers
Main message - Refinancing of existing debt
Transparent fee structure of 3% start-up fee
combined with interest rates from
4,5% to 7,9%
Enables borrowers to significantly cut monthly
costs
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What is crowdfunding and crowdlending?
Market | Crowdfunding overview
Crowdfunding is disrupting the traditional way of investing and lending
How does Perx do it?
• Crowdfunding takes out the bank as an intermediary. A group of people (the crowd),
finance a company, a person or a project directly by using a platform as the
marketplace
• A loan or investment usually consists of many people that want to invest or lend a
small portion of the asked amount. All these small amounts will then constitute the full
asked amount combined
Types of crowdfunding:
Equity based Crowdlending Reward based Donation based
For financial returnsFor sponsoring and non-monetary
rewards
1
Borrower creates
loan listing
2
Lenders commit funds
to the loan
3
Borrower receives
loan
4
Borrower makes
monthly repayments
Crowdlending is the connection of borrowers and lenders through a digital platform
Perx, as a crowdlending platform, eliminates the bank as an intermediary.
Borrowers and lenders finance each other directly, using the platform as the
marketplace
Consumer loansSME loans
• Perx offers much lower interest rates than the
traditional banks and consumer banks due to low
operational costs, coupled with the absence of the
banks' equity requirements
Good for
borrowers
Good for
lenders• Lenders are presented with a new asset class
offering attractive returns
“Your margin is my opportunity” – Jeff Bezos (Amazon)
Challenges
consumer banks
• Banks are unable to match the low interest rates
within their existing business models and regulatory
framework
Monthly
instalments
and interest
Borrowers LendersLoan Loan
Monthly
instalments
and interest
Perx handles all necessary tasks for borrowers and lenders:
• Compliance
• Credit risk assessment • Payments • Contracts
• Debt collection • Customer service
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1 2 77134 16817
103
273
9 13 4594
238
442
2012 2013 2014 2015 2016 2017 2018 2019
Other crowdfunding Crowdlending
6.3
1.0
18.9
1.6
21.7
2.1
26.5
3.0
Americas Europe
2014 2015 2016 2017
Small Norwegian market for crowdfunding, but increasing share of crowdlending to businesses and consumers
Consumer crowdlending gaining strong momentum globally…
Market | Crowdlending
Consumer crowdlending on the rise globally, with Norwegian market catching up
…with Sweden illustrating Norwegian potential
• Legislation is gradually
becoming more favourable
for crowdfunding in Norway
• Legislation for
crowdfunding in Sweden
has historically been
favourable, which partly
explains the Swedish
growth
• Property lending is
included in crowdlending to
businesses, but is reduced
in 2019 as Kameo
temporarily lost its license
• Numbers for the Americas
include balance sheet
consumer lending
Notes:
1) Converted to EUR using
average annual exchange
rate
2) Estimated based on growth
profile of Lendify
Sources: Cambridge alternative
finance reports, Crowdfunding in
Norway:
Status Report 2019 – Q1+Q2
2 5
66
153
2015 2016 2017 2018
CAGR: 325%
Sweden
2
CAGR: 148%
New crowdfunding volume Norway (NOKm)
Annual capital issued through crowdlending to consumers (EURbn)
… of which the two crowdlending types represent (NOKm):
Annual capital issued through crowdlending to consumers (EURm)
CAGR: 46%CAGR: 62%
1,2 1
99
2585
16
17
104
273
2017 2018 2019
Crowdlending Business Crowdlending Consumer
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0 4 51
623
1,815
2,700
60 210
650
1,000
2014 2015 2016 2017 2018 2019
Market | Swedish market leader
Case Study: Lendify
Lendify is founded
• The company was founded in
2014 with a vision to create an
effective and customer friendly
marketplace for loans
Bond issue – SEKm 200
• Both institutional and retail
investors participate in bond
issuance from Lendify
• New platform funding of SEKm
200
SEKm 650
• Raises SEKm 111.5, with a
pre-money valuation of SEKm
650
• Also performs a bond issue of
SEKm 400
Platform funding 1bn
• New platform funding of SEKbn
1 from a large Swedish
institution
2014 2015 2016 2017 2018 2019
Platform funding 1.5bn
• Insight Investment injects
SEKbn 1.5 into the platform,
and becomes the main lender
SEKm 60
• Lendify raises capital of SEKm
20 in their first funding round
• Pre-money valuation of SEKm
60
SEKm 210
• Several of Sweden’s leading
entrepreneurs invest SEKm70 in
Lendify
• Pre-money valuation of SEKm
210
SEKbn 1
• Lendify completes a rights
issue, and raises SEKm 197 of
equity
• Pre-money valuation of SEKbn
1
Accumulated loan issuance Valuation
SEKm
Valuations
Milestones
Note 1: Per September 2019
1
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Perx is primarily targeting premium borrowers within consumer finance, and secondarily other types of secured lending
Market | Applicable market
Consumer finance market
• Consumer finance market
is undergoing major
change as a result of new
legislation and the debt
register
• Perx’s primary market is
consumer loans and
interest bearing credit card
debt, with a market size of
NOKbn 129
• Possible to expand into
secondary markets, like
DIY funding and car loans,
as it is a credible
alternative to existing
collateral-based
alternatives
Note:
1) First official figures from the
debt register (launched in
Oct 19) show higher debt
levels than historical
estimates
Sources: Gjeldsregisteret,
Finanstilsynet,
Prognosesenteret, Norges Bank,
SSB
Consumer loans (NOKbn) Annual growthPerx target the premium borrowers by
demanding:
• Full time employment
• Minimum 23 years old
• Fixed income for the past 2 years
• House ownership required for
applications above 150K
Interest bearing credit
card debt
NOKbn 55.1
Consumer loans
NOKbn 74.2
Consumer loans and interest
bearing credit card debt
NOKbn 129.3
Primary applicable market
Examples of secondary applicable markets
Norwegians renovate for NOKbn 80 a year, whereof 20% are financed
by debt. These volumes are recurring and increasing. Increasing
existing mortgage can be stressful and expensive, which makes Perx a
credible alternative to debt with real estate as collateral
1
2
DIY funding
NOKbn 16.0
Norwegians have debt with security in assets other than real estate of
~NOKbn 250. Perx is an alternative to loans with cars, boats or other
valuable assets as collateral, due to competing interest rates and no
collateral requirements
Other non-residential
secured debt
NOKbn ~250.0
Market size consumer finance
Per May 2020:
54 57 61 67 72 7992
104114
134.0 129.3
3% 5%
8% 9% 7% 10%
15% 13%
10%
Dec-10 Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16 Dec-17 Dec-18 Dec-19 May-20
Perx offer competitive interest rates, and aims to become an attractive alternative to secured debt
11
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E-money
DescriptionOffers crowdlending to
consumers
Offers crowdlending to
consumers
Offers crowdlending to SME,
in addition to some private
placements
Offers crowdlending to SME
and real estate projectsOffers crowdlending to SME
Interest rates1 4.5% - 7.9% 2.99% - 7,99.0% 5 – 12,2% 5 - 15% 5 - 20%
Backed by
(selected)TBD n.a.
Sparebank 1 SR-Bank
(100%)
ABG Sundal Collier
(20%)
Schibsted (10%)
DNB (10%)
Company
Opened platform May 2018 November 2018 January 2018
2016
(had to shut down and got
new license in 2019)
2018
There are five licensed crowdlending companies in Norway, of which only Perx and Kredd are focused on consumer lending
Market | Competitors
Competitive landscape in the Norwegian crowdlending market
Consumer SMEType
Perx’s interval of offered interest rates are deemed attractive for both borrowers and lenders
Note:
1) Based on interest rates observed in March 2020, and may differ from past or future rates
2) Perx offers interest rates up to 12.9% for borrowers through the agreement with Storebrand Bank
2
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Regulatory environment for crowdfunding are under development
Strict regulatory regime for banks that issue unsecured loans in the Norwegian market
Market | Regulations
Crowdfunding regulations are under development
• Perx complies with all
regulations for consumer
loans, although all of them
are not actually applicable
today
• A common regulation for
EU is under construction
and is expected to be in
place during 2020/2021
Sources: European Parliament,
Norges Bank, Regjeringen,
Stortinget, Sands, company
information
• 5x annual income as limit for total debt
• 5% points interest rate increase must be
bearable
• 5 years maximum repayment time, with
compulsory amortization
Introduction of debt
register (July 2019)
New lending restrictions (May
2019)
• The Norwegian Government, through the Granavolden-declaration, is
positive to crowdfunding:
«…The Government will: Facilitate for crowd funding through simplification for the
industry and increased consumer safety, and will consider to establish separate
regulations for crowdfunding in light of the international development, in particular
in the EU.»
• The Norwegian Ministry of Finance has circulated a consultation paper
prepared by the FSA with certain proposed regulations for crowdfunding
to SMEs and has signalised that a working group will be established to
propose regulations for crowdfunding to consumers
• As crowdfunding is a relatively new phenomenon, there has been some
uncertainty on how it will be regulated
• In December 2019, the EU agreed on the following framework for
crowdfunding for SMEs (details are still to be fine-tuned):
• A single set of rules will apply to crowdfunding services in the EU,
up to EURm 5
• Strict rules to protect investors from financial losses
• Member states responsible for authorising and supervising
crowdfunding providers
A common regulation for EU was recently constructed The Norwegian Government is positive to crowdfunding
• Applicants shall be evaluated based on
income, expenses, debt and wealth
• The process must be documented and
reconciled with a debt register, which went
online from July 2019
• Improves credit processes and reduces new
loans volume
• Applicants present printout from debt register
since crowdfunding platforms have so far not
been granted access
PSD2 (EU directive)
(2019-2020)
• Allows companies that are not banks (e.g.
Perx) to handle payments and gather
information from banks, credit card
companies etc., once granted a payment
institution license
• Intention is to increase competition in the
market for payment solutions
• Opens for Perx in the future to analyse
payment data from borrowers to improve its
analysis of credit risk
«The development of
crowdlending is positive, but
it is a very small part of the
total financing of consumer
loans and SME loans.
However, crowdlending has a
large potential, and I hope we
in the Government can
facilitate for it to become
much larger in the future»
State Secretary, Ministry of Finance
Geir Olsen (V)
Shifter.com: Nordmenn investerte 205
millioner i folkefinansiering i 2018: Milevis
bak våre naboer, February 7, 2019
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About Perx
Company overview | About Perx
Business model
Value proposition
Consumer banks
Interest rate
Technical scalable cloud based platform, which is also used by some of the largest
financial institutions today
Automated in-house credit process based on external score card, internal policy rules,
debt register information and PSD2-enabled customer data
Additionally, third party services for AML, KYC, PEP, credit risk, debt collection and
other traditional banking operations are in place and running
Perx cooperates with ESPOS Norge AS, which is licensed to issue E-money. This
significantly reduces both time from application to payout of loan and administration
costs
Attractive returns
on deposits
Lower interest
rates
PerxBorrowers Lenders
4.50-7.90%
Interest rate
3.6-7.0%
Interest rate
10-20%
Interest rate
1-2%
Marginal returns
on deposits
High interest
rates
Borrowers Lenders
~50% lower interest rates on unsecured loans to qualified customers, offering
4.5-7.9% interest rates
The lender receives the interest that the borrower pays, but is charged an
annual average administration fee of 0.9% on remaining balance
The traditional consumer finance model has been expensive for consumers,
but highly profitable for the banks
Perx charges customers 3% of the face value of granted loans, in addition to a fee of
NOK 29 per instalment
Annual average administration fee of 0.9% of invested funds, charged from lenders
Borrowers have the opportunity to sign an insurance that covers the loan’s monthly
payments if they get sick, unemployed or similar.
How does Perx make money?
What operations and services are Perx performing?
Perx is an intermediary platform connecting high quality borrowers with
lenders that want higher returns than on a standard savings account
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How is works
Significant benefits for both parties – short and long-term
Company overview | Storebrand Bank strategic cooperation
Strategic cooperation with Storebrand Bank increases Perx’ applicable market
• Perx acts as an agent for
Storebrand Bank, where
the bank is fully
responsible for the
onboarding process and
«owns» the customer
• Storerband Bank’s credit
policy allows for higher risk
and interest rates and will
therefore receive the
applicants with a “medium”
credit score, while Perx
keep the applicants with
highest credit scores
BorrowersLenders /
The crowd
Monthly payments of interests and instalments
Loan
Credit
bureau
score
Monthly payments of interests and instalments
Platform lenders – within Perx credit policy
Bank lenders – others
Credit
application
• Cost efficient way of increasing business volumes of customers looking to
refinance existing consumer loans or credit card debt
• Higher loan volumes at marginal cost increase
• Storerband Bank’s funding capacity and credit policy allows a larger part
of the market to benefit from crowd funding terms
• Partnership with a blue chip bank with an ambition to be a part of the
fintech revolution
• Perx’ vision to disrupt the market for unsecured lending supported by
partnership with a bank well-known for its focus on sustainabilty in all its
business activities
• Access to a market not previously explored due to reluctance of using
traditional loan brokers and market the product directly
• Perx to handle all marketing and the first stage of the customer
onboarding process
• Storebrand Bank with total control of the onboarding process (credit and
KYC) and maintains complete customer ownership
• Customers to be offered interest rates from 7,9% - 12,9%, in line with
Storebrand Banks sustainability principles and enabling a large number of
customers to significantly reduce costs on their existing consumer loans
• Partnership with fintech player to explore new business opportunities in
the future
Perx to benefit from fast volume growth with
marginal investments and no added internal resources
Storebrand to benefit from higher interest margins
without compromising sustainability principles
Loans
Based on a phase one
credit check, the
customer is either:
Guided through the
Perx onboarding
process
Given the option to
continue the
application process
with our partner,
Storebrand Bank
1
2
1
2
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Company overview | History
Historical development
• Perx has originated about
100 loans and more than
900 lenders have signed
up at the platform, of which
more than 300 have
invested
• Hired experienced
management team from
BRAbank in September
2019
• Entered a strategic
agreement with Storebrand
March 2020
• At the end of a process to
improve the onboarding
process (UX) and re-
design the website and
visual profile
• Ready to execute on a
comprehensive market and
media plan to initiate rapid
scale up
Note:
1) Chief Credit Officer
Start-up period
Late 2016 - Spring 2018
• The company was founded in late 2016
with a vision to disrupt finance by giving
individuals the possibility to lend directly to
individuals and SMEs, without a bank and
other expensive intermediaries
• In January 2017, Perx was registered as
an Intermediator of Loans and Guarantees
in the Norwegian Financial Supervisory
Authority’s (FSA) registry of licensed
entities
Building organisation and platform,
while securing license from the FSA
Testing and calibration period
Spring 2018 – Summer 2019
• Perx launched its platform during the
spring of 2018, making them the first
mover within crowdlending
• Refined credit scoring accuracy, utilising
big data on consumers internet behaviour
• September 2019, Perx has originated
about 100 loans and more than 900
lenders have signed up at the platform, of
which more than 300 have invested
Refining platform while servicing the
increasing amount of loan applications
Scale-up period
Fall 2019 – Spring 2020
• Hired experienced management team (CEO, CFO and
CCrO1) From BRAbank September 2019
• A “freeze-period” for new loans as the company has
focused on developing and implementing a new credit
model, onboarding process, visual profile, home page
and marketing material
• Entered a strategic agreement with Storebrand which
significantly strengthens Perx’ offering
• The company is ready for rapid scale-up following
increased marketing, using the proceeds from the
private placement towards the spring of 2020
Increased marketing to build awareness of
Perx’s offering
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Company overview | Customers
Risk class overview – distribution of applications receiving a score
• Returns are dependent of
risk class of borrower, and
ranges from 4.5-7.9%
• Applicable loan amount
range is 25.000 – 250.000
• Around 61% of
applications are expected
to be referred from Perx’
platform to Storebrand
• Expected share of
applications in the graph
below are applications that
will get a score between 0
and 1000. Applications that
are declined due to other
policy rules such as
payment remarks are not
included. This group is
expected to be around
12% of total applications
Note:
1) The profiles are examples of
typical borrowers within each
risk class
Risk class D
• Type: Consumer
• Gender: Male
• Age: 53
• Salary: NOKt 450
• Debt: NOKt 150
• Assets: NOKt 0
• Residence: Rents
• Marital status: Divorced
• Children: 2
7.9%-12.9%
Risk class A
• Type: Refinancing
• Gender: Female
• Age: 33
• Location: East Norway
• Residence: Owns
• Marital status: Cohabitant
• Children: 0
• Amount: NOK 125 000
4.5-5%
Risk class A
• Type: Refinancing
• Gender: Female
• Age: 41
• Salary: NOKt 750
• Debt: NOKt 650
• Assets: NOKt 1,800
• Residence: Owns
• Marital status: Cohabitant
• Children: 0
4.5%
Risk class B
• Type: Refinancing
• Gender: Female
• Age: 49
• Location: Mid Norway
• Residence: Rents
• Marital status:
Single
• Children: 0
• Amount: NOK 105 000
5-6%
Risk class B
• Type: Refinancing
• Gender: Female
• Age: 49
• Salary: NOKt 630
• Debt: NOKt 450
• Assets: NOKt 500
• Residence: Owns
• Marital status: Married
• Children: 1
6.5%
Expected share of applications per risk segment
Risk class C
• Type: Consumer
• Gender: Female
• Age: 59
• Location: East Norway
• Residence: Rents
• Marital status: Divorced
• Children: 0
• Amount: NOK 44 530
6-7%
Risk class C
• Type: Refinancing
• Gender: Male
• Age: 33
• Salary: NOKt 580
• Debt: NOKt 450
• Assets: NOKt 100
• Residence: Owns
• Marital status: Cohabitant
• Children: 2
7.9%
PERX risk classes1 Storebrand
7% 12% 13%
61%
7%
Risk Class A Risk Class B Risk Class C Risk Class D - Storeband Score decline
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Perx willingly complies with FSA’s newly imposed 555-regulations (albeit they are not applicable for Perx as of now)
Company overview | Credit analysis
Targeting the prime market through highly competitive pricing and strict credit policy
ApplicationAffordability
assessment
Documents
required
(second
phase)
Approval
A
B
C
D
Risk
groups
A
B
C
D
Pricing
Credit check:
Credit policy
Credit score
Approval
Initial
decision
Documents
requiredPhone call1
3
2
4 5
Credit policy
Perx has set the following
requirements for being able to
apply for a loan:
• Minimum age 23
• Income last 2 years
• Full time employment
• House ownership required for
applications above 150K
Strict credit policy in order to
target prime borrowers and
minimise credit risk
1Credit score (Experian)
• The required credit score is
significantly higher than that
of a bank.
• Not-qualifying applications
will be forwarded to
Storebrand Bank
The credit agency and debt
register Experian is used to
score all applicants
2Documents required
To verify all inputs provided by
the borrower, which has been
automatically processed, Perx
requires the following
documentation:
• Last 3 pay slips
• Tax return
• Debt register info
The applicant must upload
documentation to verify their
financial information
3Affordability assessment
Perx calculates the disposable
income for the applicant:
• Net income (salary slip)
• Debt cost (stated and debt
register)
• Living cost (SIFO model)
• Other costs (Items missing
from SIFO)
• Housing cost (statistics
Norway)
• Child support (stated children)
• = Disposable income
Thorough calculation of whether
an applicant can afford the loan
4Phone call
• Fraud is an area of concern for
many financial institutions.
There has been a lot of cases
in Norwegian media recently
about customers claiming to
have been scammed with
identity theft, or other misuse
of BankID
• In order to mitigate the risk of
fraud, there will be a
requirement to get in touch
with the applicant by phone
before a loan is paid out
Perx calls the applicant prior to
pay out, to mitigate the risk of
fraud
5
Final
decision
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Management Team
Company overview | Management team
Management team with strong and diversified banking background
Morten Grusd
Chief Excecutive Officer
• Co-founder and CEO of BRAbank.
First employee in the project to
establish BRAbank
• Former Country Manager at Ikano
Bank for eight years. Prior, he was
Sales and Marketing Director at Ikano
for one year
• Other previous positions include Head
of Market Communication / Head of
Sponsorship at Hydro Aluminium,
Communication Advisor at McCann
Worldgroup and Sales and Marketing
Director at Europay Norge / SEB Kort
• Holds a B.Sc in Management
Sciences from University of
Manchester and an MBA from
Thunderbird School of Global
Management
Sven Arnesen
Chief Financial Officer
• Established BRAbank’s financial
management system, developed
budgets and KPI’s, treasury
management and investor relations.
Former Business Control Manager at
Ikano Bank, a position he held since
2005
• Previous positions include Finance
Manager / Deputy CFO in SEB Kort,
CFO, Business Controller and Chief
Accountant at Europay Norge and
Assistant Bank Manager in
Samvirkebanken (later merged with
Danske Bank)
• Holds a BBA from Norwegian School
of Management
Per Arvid Gjersum
Chief Operating Officer
• Responsible for overall operations
including project management and
credit risk assessment
• More than 20 years of experience
from leading back-office positions at
DNB, American Express and Valyou
• Areas of expertise include payment
systems and processing, retail
banking, transaction processing and
GDPR
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Shareholders Stocks %
Per Christian Haukenes 1,889 9%
Saga Forlag AS 1,887 9%
Part Invest AS 1,770 9%
Rambla Invest AS 1,766 9%
ViljeVe AS 1,685 8%
Jaco Invest AS 1,407 7%
Erik Wolff 850 4%
Svava Thorhallsdottir 700 3%
SiGy AS 454 2%
Lars Petter Liaaen 400 2%
Arentz & Amundsen AS 300 1%
Bemacs AS 300 1%
Geir Iversen 290 1%
JBR Holding AS 277 1%
Kaare M agnus Risung 250 1%
Other 6,458 31%
T o tal 20,684 100%
Board of Directors
Company overview | BoD and shareholders
Experienced BoD with extensive knowledge within banking, IT and digital strategies
Shareholder overview
Gudmundur Einarsson
Chairman
• Engaged in several IT
companies as board
member or Chairman
positions last 5 years
• CEO in IT companies
Hiddn Security and
Tandberg Data for 12 years
• Vice President, Ferrosilicon
and Silicon Metal Division
in Elkem ASA, and a
member of the Elkem
Management GroupCEO at
Hydro Aluminum Fundo AS
• Divisional Director in TBK
and EB Ericsson, telephone
system operator
Shareholder composition
Shareholders Shares1 %
Note 1: Thousand shares
9%
9%
9%
9%
8%
7% 4%
57%
Per C. Haukenes Saga Forlag ASPart Invest AS Rambla Invest ASViljeVe AS Jaco Invest ASErik Wolff Other
Roger Andreas Hulthin
Board Member
• Mr. Hulthin holds a position
as Business Developer and
Client Executive at
Collector Bank
• Previously CEO of e-
invoice solution suppliers
e360 and APIX
• Director Sales and
Marketing, Atella
Information
• Sales manager, Dun &
Bradstreet Corporation
• Various management
positions within collection
and credit insurance
Svein Stavelin
Board Member
• Mr. Stavelin has wide
experience in several areas
such as M&A, executive
management, strategy,
business development,
internationalization, sales,
marketing, contract
negotiations, investor
relations, IT technology
• Today, main position for
Mr. Stavelin is as the CEO
of Incepto AS, a corporate
finance & strategic advisory
company, and as the
Chairman of the board at
Nasdaq listed Dovre Group
Preben Duus Haanes
Advisor to the Board
• Mr. Haanes has spent the
last 15 years in leading
roles at Google and
Microsoft focusing on
customer experience and
digital business
development
• Last position was as
Country Lead Google
Marketing Platforms and
member of the management
team at Google Norway
• Runs his own consulting
business focusing on digital
transformation and brand
development
• Board member at
Douchebags and
Porterbuddy
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Increasing media exposure as the market matures
Company overview | Media coverage
Mainstream media cover Perx and crowdlending in a favourable manner
• Positive media coverage
raises awareness and
increases knowledge of
Perx’s services amongst
potential customers and
lenders
• Large, global investment
funds have entered the
crowdfunding market
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Financial forecast1
Business plan | Overview
Perx aims to operate at break-even level in 2021
Revenue and profitability development (NOKm)
Number of new loans and loan volume development (NOKm)
Note:
1) Based on information as at the date of the presentation and is subject to variation and uncertainty
Revenue EBITDA EBITDA-margin
3
35
49 65
81
4 15 29
44
(2,594%)
(525%)
10%
31%
45%
54%
2019 2020 2021 2022 2023 2024
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12 101
1,065 1,422
1,829
2,240
98 527
5,000 6,000
7,000 8,000
2019 2020 2021 2022 2023 2024
Volume new loans issued (NOKm) Number of new loans
Average size of loans increases, which drives origination fees
Origination fees and commissions are main sources of revenue Perx’s fee structure
Business plan | Assumptions
Business plan assumptions1
Development monthly net profit (NOKm) from Jan-20 to Dec-24
• Origination fees are a big
part of Perx’s revenue
stream, and new volume is
therefore a key driver of
revenue growth
• Average loan size is
estimated to increase
going forward, which will
also drive revenue growth
• Marketing, staff and
consumer transaction
costs will dominate the
cost base
• Increased marketing will be
fully initiated once new
capital is raised
Note:
1) Based on information as at
the date of the
presentation and are
subject to variation and
uncertainty
NOKm
• Origination fees 3,0% - 3.2% on all loans referred to and paid out
• Recurring fees borrowers:
• NOK 29 received per loan each month.
• Perx also offers insurance, which charges 6.9% of each instalment.
Of the 6.9%, 35% is paid to insurer, which leaves ~4.5% to Perx. It
is assumed that 30% of customers choose the insurance.
• Recurring commission lenders: 0.9% fee per year on outstanding
balance on Perx platform, charged on a monthly basis.
NOKm
Average loan size (NOKt):
125 191 213 237 261 280
(3)
(2)
(1)
-
1
2
3
4
Thousands
2020 2021 2022 2023 2024
Monthly net profit
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Overview of lending sources
Business plan | Funding Strategy
Private investors and financial institutions are expected to provide lending funds
• Private investors provide
platform funding today, but
financial institutions will
play a bigger role going
forward
• Perx offers competitive and
attractive returns that
should appeal to both
private investors and
financial institutions
The lender is presented with a new asset category
offering attractive returns (3.6%-7.0%)
Focus on the “high-end” of consumer lending, allowing
only borrowers with premium credit scores, limits risk
New debt register lowers the risk even further for lenders
Perx will increase marketing going forward, and expect
funds from private investors to increase accordingly
E-money secures efficient flow of capital, contributing to
high utilisation on lenders’ capital
Perx expects funding from financial institutions to increase
going forward
Historically, Perx has focused on premium borrowers with
low risk. However, because financial institutions seek
higher risk and yield, Perx will refer applicants with a lower
credit rating to financial institutions
The recent agreement with Storebrand Bank proves the
attractiveness for financial institutions
There are several other examples of funding by financial
institutions:
• Established players, like Goldman Sachs, PIMCO and
Insight Investment have recently invested in unsecured
consumer loans over crowdlending platforms. Insight
Investment was the main lender in Spotify’s recent funding
round of SEKbn 1.5
• Monner offers hybrid loans in cooperation with SR-Bank
In Perx’s business plan, it is assumed that Storebrand will
start providing funding from the April 2020
Perx aims to
shift lender
base towards
financial
institutions over
time
Examples
Financial institutionsPrivate investors
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Focus on building a strong consumer-based platform in a few selected markets
Further strategic opportunities
• Car financing against collateral
• Second hand market for trading of loan portfolios
• Unsecured consumer loans
Product
Included in
business plan
Further strategic
opportunities
Business plan | Further strategic opportunities
• Market platforms –Integration or cooperation with external parties' platforms
• Direct distribution – TV-campaign, digital marketing, social media ++
Distribution
Included in
business plan
Further strategic
opportunities
• Perx has identified several
strategic opportunities
going forward, but will
follow the business plan in
the near future
• Expansion to lucrative
Nordic markets viewed as
a growth option
• Expected that large
financial institutions will
increase focus on
crowdlending as the
market matures
• Other financial institutions – insurance companies, pension funds,
investment banks
• Private investors
• Family offices and SME’s with excess liquidity
• Investment companies
• Banks
Funding
Included in
business plan
Further strategic
opportunities
Source: Statistics Sweden
• Well positioned in the immature and fast-growing crowdlending market
for consumers
• Fast growing crowdlending to consumers
• Market for unsecured lending is approximately SEKbn 239
• Growing market and well known by Norwegian niche banks
GeographyFurther strategic
opportunities
Finland
Sweden
NorwayIncluded in
business plan
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Contact persons Private placement structure and information
Private placement
Private placement summary
• Perx Folkefinansiering AS
is seeking to raise equity
capital of NOKm 1,5 – 6,0 • The planned private placement of up to NOKm 30 planned by Perx
Folkefinansiering AS has been postponed to end of Q3 / beginning of Q4
due to the corona-crisis. The business case presented in this document is
based on a successful completion of the above mentioned private
placement.
• To maintain current marketing activity level and operational costs, the
company is seeking to raise equity capital of NOKm1,5 – 6,0 through a
crowdfunding campaign.
• Pre-money valuation of approx. NOKm 52
• Based on ca 20,6 mill existing shares at NOK 2,50 each
• A total of 1.8 mill warrants have been issued, with a weighted average
strike price of NOK 2.0. More than 90% of these expire at various dates in
2023
• In case of the share issue being oversubscribed, Perx’s Board of
Directors, together with its financial and legal advisors, reserves the right
to exercise discretion in the allocation of shares among potential investors
Morten Grusd
CEO, Perx
+47 993 11 210
Sven Arnesen
CFO, Perx
+47 926 28 020
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Significantly lower interest rates for qualified borrowers… …and a new asset class with attractive returns for lenders
Appendix | Success factors
Why Perx is set to succeed
• Perx is able to offer
significantly lower interest
rates for qualified
borrowers
• Crowdlending represents a
new asset class for
investors, offering
attractive returns and
relatively low risk
• Increased marketing from
March/ April 2020 is
expected to drive customer
awareness of Perx’ offering
1) The largest debt collection
company in Northern Europe
• Qualified borrowers can refinance or
get a new loan at 50% lower interest
rate than the traditional banks are
offering
• Low operational and distributional
costs due to a low cost digital platform
and an automated credit assessment
• Scalable business model, as the
digital platform can handle much
larger volumes
• Perx has no capital restraints, in
contrast to banks
Perx is able to offer
significantly lower
interest rates
• Consequently, refinancing makes up
most of the new lending volume for
consumer banks
• The banks are “trading” customers, as
there are high price sensitivity and low
consumer bank loyalty among
borrowers
New regulations and the
debt register are
reducing new consumer
loans…
• They are not able to offer much lower
interest rates if they want to keep their
profitability
• Investor expectations for high net
interest margins
• Capital constraints limits growth
potential, especially at lower rates
… however few signs
that increased
competition will result in
lower interest rates
• Issuing consumer loans have
previously been reserved for banks,
which have used deposits from private
investors as funding, yielding marginal,
or negative, real returns for the
investors
• Now, private investors are offered a
new asset class, yielding attractive
returns of 3.6% - 7.0%, thus making
real returns
• Institutional investors get access new
customers to a new distribution
channel, illustrated by the recent
strategic agreement with Storebrand
Bank
• In the rare case of default, Perx has
an agreement with Lowell1, ensuring
that a large part of the investment
amount is recovered
• The debt register significantly reduces
the risk of lending due to more
thorough credit assessment
• The asset class has low correlation
with equities, making it a valuable
contribution to a diversified portfolio
• Perx plan to start its first marketing
activities in March/ April, which is
expected to drive customer awareness
and volumes
Private and institutional
investors are offered a
new asset class with
attractive returns
… and an attractive risk-
reward profile
Marketing to increase
customer awareness
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Comparison of Perx and Lendify, and the Norwegian and Swedish market
Appendix | Comparison of Perx and Lendify
There are a few important differences between Perx and Lendify
• Perx has a different
revenue model than
Lendify, with borrowers
being the primary source
of income instead of
lenders
• Interest rates on
unsecured debt is
significantly lower in
Sweden than in Norway,
which makes Perx’s
relative pricing in Norway
more attractive than
Lendify’s in Sweden
Note:
1) Based on interest rates
observed in March 2020,
and may differ from past or
future rates
Sources: Lendify homepage and
annual reports
Sources of income
Funding by bonds
Nominal interest range
Company
Lowest nominal
interest rate on
unsecured loans
offered by banks
Market cycle for
crowdfunding
Country
3.0% – 17.0%4.5% - 7.9% (up to 12.9% for Storebrand Bank)
Early stage Growth stage
7.5% (OppFinans)1 3.8% (SEB)1
• 3% - 3,2% of loan amount
• NOK 29 invoice fee
• Service fee from individual lenders, average 0.9%
• Debt protection insurance
• SEK 495 start-up fee
• Interest margins on loans funded by bonds
• Service fee from individual lenders, average 4%
• Debt protection insurance
Number of employees 326.5
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Marketing board
Appendix | Marketing board
Highly experienced marketing board will ensure high quality communication
Perx has put together a unique group of talented and experienced marketing and communication resources, each contributing with expertise in their field of work
Their main motivation for contributing to Perx growth is a firm belief in crowdfunding as a concept and in Perx’s ambitious and professional approach to development
The marketing board has created a marketing plan (included in Business Plan), with the ambition that 80% of the Norwegian population should know the name Perx after 12
months of marketing activity. This is an ambitious, but achievable target, due to the expected attention around Perx's disruptive offering
Lars Hafstad
Vice President, OMD AS
As one of Norway's leading media
agencies, OMD ensures
cost efficient and relevant visibility
of Perx marketing
material in paid channels such as
TV and selected
web-sites
Ole Tom Nomeland
AdHoc Management, Managing
Partner
With his impressive track record
within PR / lobbying and
corporate communication, Ole Tom
is instrumental in the
communication process with
external stakeholders
Stig Norderhaug
Art Director, Supernatural Stories
AS
The creative force behind many of
Norway’s most famous
advertising campaigns. His creative
strategy work ensures that Perx
communication stands out in a
world of rather homogenous
financial communication. Brand
building and sales triggering
campaigns are key words for his
contribution to Perx
Terje Johansen
Head of Agency, Storycraft AS
His copy writing experience
ensures the right tone of voice
in all Perx texts. Terje contributes
with inbound material in addition to
being key in developing the
creative material used in various
channels
Lars Johanson
Head of Agency, Synlighet AS
Visibility in social media is key to
success and Lars’ field of expertise.
Search engine optimization (SEO)
and analysis of marketing
effectiveness are other key areas
of contribution from Lars and his
colleagues at Synlighet
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0
10
15 15 15 15
98 527
5,000
6,000
7,000 8,000
2019 2020 2021 2022 2023 2024
Total marketing cost (NOKm) Number of new loans
-
10
15 15 15 15
1
- - - -
0
10
15 15 15 15
2019 2020 2021 2022 2023 2024
Media (incl. Internet) Marketing production Programmatic
Marketing will be a vital success factor for Perx … … as it will increase awareness and loan volumes
Perx, in cooperation with the marketing board, has defined its challenges and goals, and created an appropriate marketing plan
Appendix | Marketing plan
Business plan assumptions1 - Marketing
• Marketing costs are set to
increase drastically from
historical levels, and will
help grow customer
awareness for Perx, with
the ambition that 80% of
the Norwegian population
should know the name
Perx after 12 months of
marketing activity
• Crowdlending to
consumers currently have
low awareness in Norway,
which makes educating the
market a key priority for
Perx
• Perx will draw upon the
experience of a highly
qualified marketing board,
and implement a
communication strategy
designed to create
awareness and
acceptance of
crowdlending to
consumers and Perx
Note:
1) Based on information as at
the date of the presentation
and are subject to variation
and uncertainty
NOKm
Challenge
• Crowdlending for consumers is not
established as a term in Norway
• Low brand awareness, which needs to
improve amongst those struggling with
existing consumer loans
• There are strong competition among
consumer banks, and Perx need to
distinguish themselves from other
financial agents and consumer banks
Goal
• Win market shares in the market for
consumer loans
• High top-of-mind knowledge of Perx
among the population, with strong
brand associations; fair rate, safe,
simple, transparent and innovative
• Communicate the advantages of
lending with Perx. Most borrowers will
cut their borrowing costs by ~50%
switching to Perx, but they do not
know that it is an opportunity
How
• Draw upon the highly experienced
marketing board to execute an
effective communication strategy
• Broad communication to create clear
associations to defined brand values
within target group
• Targeted communication, focusing on
product advantages to convert
customers
• Main channels are linear and digital
TV, social media and web ads targeted
to potential customers researching
loans
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A media plan that ensures presence during the entire customer journey
Appendix | A favourable media market
Media plan
• The corona crises causes
media inventory to go up
resulting in reduced prices
by approx. 25%1)
• More leisure means more
time spent online and on
social media
• A market in limbo means
fewer competitors fighting
for attention
Note:
1) Estimation by digital agency
Synlighet
1
ACT
Applies for refinancing of
existing debt
THINK
Research on Perx. “Is
this to good to be true?”
SEE
Exposure to banner ad:
“Martin saves 2500 per
month. See how he does it”
SEE
Exposure to an ad on
Youtube about
crowdlending
Article with native ad
Search based adVideo
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Overview of Perx’s digital platform
Appendix | Digital platform
Perx has a scalable cloud-based platform
• Using innovative third-party
vendors and scalable
cloud-based solutions
enables highly cost-
effective operational
processes
• The technical platform is
also used by more than
400 financial institutions,
such as Rabo Bank and
ABN AMRO today
• Multi-currency functionality
require only one back-end
system when launching in
other countries
• Google analytics is
integrated with FrontEnd
Income data
Notifications
Scoring - Credit Bureau
(Experian, DBS, EM, DM)
Credit Bureau Data
Other digital data
Customer Master Data
CRM System (Salesforce)
(Phase II)
Document Management System
Digital archive
(Signicat)
SMS Gateways
LinkMobility
(Phase II)
Document Upload/
Download
Investor
backend
solution
Dynamic Document Creation
(Conga)
Accounting/GL Reporting
(PhaseII)Document Creation
Loan agreement,
insurance agreement,
Invoices
Portals
Perx Front End App
NetBank-Customer Admin Tool
Application
Payment Processor
ESPOS e-Money structure
E-Money account creation
Payment Processing
Borrower
backend
solution
E-Signature Application/security
(Bank ID/Mobile BankID)
E- Signature
Customer verification and
Transaction verification
(Trapets)
KYC, PEP/RCA and
sanction list, AML, Terror
financing
Perx core
system
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Appendix | Risk factors
Risk factors
RISK FACTORS
Investing in the Company involves inherent risks. An investment in the Company's shares (the "Shares") is suitable only for investors who understand the risks associated with this type of
investment and who can afford a loss of all or part of their investment. Before making an investment decision with respect to the Shares, investors should carefully consider, among other things, the
risk factors included below, together with the information included elsewhere in this Presentation, and should consult his or her own expert advisors as to the suitability of an investment in the
Shares.
The risks described below are not the only ones facing the Company. Additional risks not currently known to the Company or that the Company currently deems as immaterial, may also impair the
Company's business operations and adversely affect the price of the Company's Shares. If any of the below risks were to materialize, individually or together with other circumstances, the
Company's business, financial condition, results of operations and/or prospects could be materially and adversely affected.
The information included herein is presented as of the date hereof and is subject to change, completion or amendment without notice.
All forward-looking statements included in this Presentation are based on the information available to the Company on the date hereof, and the Company assumes no obligation to update any such
forward-looking statements. Investors are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and that actual results
may differ materially from those included in the forward-looking statements as a result of various factors.
The order in which the below risks are presented does not reflect the likelihood of their occurrence or the magnitude of their potential impact on the Company's business, financial condition, results
of operations and/or prospects.
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Appendix | Risk factors
RISKS RELATING TO THE COMPANY'S BUSINESS AND THE INDUSTRY IN WHICH THE COMPANY OPERATES
The Company is exposed to changes in general economic conditions
The Company's revenue is derived entirely from customers based in the Nordic region, and particularly Norway. The Company's business and financial performance is therefore affected by, and exposed to risks related to, the
general economic conditions in Norway and elsewhere. Any adverse developments in the Norwegian or global economic and financial markets could have a material adverse effect on the Company's business, financial
condition, results of operations and/or prospects.
If the Norwegian economy weakens or if the financial markets exhibit uncertainty and/or volatility, this could result in a negative impact on consumers' disposable income, confidence, spending and/or demand for credit, which
could in turn have a material adverse effect on the Company's business, financial condition, results of operations and/or prospects. Further, the Norwegian lending market is historically cyclical with operating results of financial
enterprises having fluctuated significantly because of volatile and sometimes unpredictable events, some of which are beyond the control of the Company.
In addition, a deterioration in economic conditions in the Eurozone, including a return to macroeconomic or financial market instability, may pose a risk to the Company's existing and future operations. Should the economic
conditions in the Eurozone deteriorate, the macroeconomic risks faced by the Company would be exacerbated given the influence the Eurozone has on the performance of the Nordic economy, which could have a negative
impact on consumer confidence, spending and/or demand for credit in the Nordic countries, any of which could have material adverse effect on the Company's business, financial condition, results of operations and/or
prospects.
The Company may not be able to successfully implement its business plan
The Company's business plan is described in the Presentation. Achieving the Company's objectives involves inherent costs and uncertainties and there is no assurance that the Company will achieve its objectives or be able to
successfully implement its business plan.
The implementation of the Company's business plan will be dependent on the Company's management succeeding with complex judgements and assumptions relating to, inter alia, customer needs, competitor activity and the
development in the Nordic economy and financial sector. Further, the Company's ability to implement its business plan could be affected by factors beyond its control, such as increased competition, changes in market
conditions and in the regulatory environment in which the Company operates. Any failures, material delays or unexpected costs related to implementation of the Company's business plan could have a material and adverse
effect on the Company's business, financial condition, results of operations and/or prospects.
The Company faces strong competition
The Company faces strong competition from both domestic and international banks and financial institutions and other suppliers of credit. If the Company is unable to compete efficiently, this could have a material adverse effect
on the Company's business, financial condition, results of operations and/or prospects. Increased competition, e.g. through the introduction of services similar to those provided by the Company, may also put pressure on the
Company's profitability.
A lack of lenders could limit the Company's business potential
The Company's business model depends on individuals who are willing to lend money to borrowers through the Company's digital platform. A shortage of lenders would therefore limit the Company's business potential, and
could result in decreased lending volumes, which could in turn have a material adverse effect on the Company's business, financial condition, results of operations and/or prospects.
The Company relies heavily on IT systems and is exposed to the risk of failure or inadequacy in these systems
For its operations, the Company relies heavily on the uninterrupted operation of its IT systems. The Company also relies on certain financial infrastructure services that are widely used in the Norwegian financial services market
to process payments and transactions, as well as certain third party providers for the supply of important IT services.
Despite the contingency plans and facilities that the Company has in place, its ability to conduct business may be adversely impacted by a disruption of the infrastructure that supports the Company's business. For example,
changes in regulatory or operational requirements may imply material changes to the Company's current IT systems, which may in turn disrupt the operation of the Company's IT systems.
Any failure, inadequacy, interruption or security failure of the systems relied upon by the Company, or any failure to seamlessly maintain, upgrade or introduce new systems, could harm the Company's ability to effectively
operate its business, increase its expenses and harm its reputation. By way of example, there is a risk that customers, as a result of interruptions in the digital platform provided by the Company, could terminate their relationship
with the Company. The materialization of any of the aforementioned events could have a material adverse effect on the Company's financial condition, results of operations and/or prospects.
The Company is exposed to risks relating to potential cyber-attacks and security breaches
Like other financial enterprises, the Company's activities have been, and are expected to continue to be, subject to an increasing risk of information and communication technology ("ICT") crime in the form of, for example,
Trojan attacks and denial of service attacks, the nature of which is continually evolving. The protection of customer and company data, and customers' trust in the Company's ability to protect such information, is of key
importance to the Company. The Company relies on commercially available systems, software, tools and monitoring to provide security for processing, transmission and storage of confidential customer information, such as
personal identifiable information, personal financial information and loan and security data.
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Appendix | Risk factors
RISKS RELATING TO THE COMPANY'S BUSINESS AND THE INDUSTRY IN WHICH THE COMPANY OPERATES (cont.)
Despite the security measures in place, the Company's facilities and systems, and those of its third party service providers, may be vulnerable to cyber-attacks, security breaches, acts of vandalism, computer viruses,
misplaced or lost data, programming or human errors or other similar events. If one or more of such events occur, any one of them could potentially jeopardize confidential and other information related to the Company and its
customers. Any security breach involving the misappropriation, loss or other unauthorized disclosure of confidential information, whether by the Company or any of its service providers, could damage the Company's reputation,
expose it to risk of litigation or sanctions from the authorities and disrupt its operations. Such an event could also require that the Company spend significant additional resources to modify its protective measures and to
investigate and remedy vulnerabilities or other exposures. The materialization of any of the aforementioned events could have a material adverse effect on the Company's financial condition, results of operations and/or
prospects.
The Company may not be able to locate new outsourcing partners, and new outsourcing partners may not be available on commercially attractive terms
The Company may outsource certain key functions to external partners. In the event that the current outsourcing becomes unsatisfactory, or the Company's third party suppliers are unable to fulfil their obligations, there is a risk
that the Company may be unable to locate new outsourcing partners, or that new outsourcing partners are not available on commercially attractive terms, which may in turn have a negative effect on the Company's business,
financial position, results of operations and/or prospects.
The Company is dependent on key personnel
The Company bases much of its business development on challenging traditional banking solutions and creating new solutions, and is therefore dependent upon key individuals that hold the relevant knowledge and have
obtained the necessary and relevant experience. Loss of key personnel and management could therefore have a material adverse effect on the continued success of the Company and its business, financial position, results of
operations 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. Should the Company be
unable to attract and retain skilled personnel, this could therefore have a material adverse effect on the Company's business, financial position, results of operations and/or prospects.
The Company is exposed to risks relating to money laundering and identity fraud
The risk that providers of financial services could be subjected to, or used in relation to, money laundering or identity fraud has increased worldwide. The risk of negative incidents related to money laundering and identity fraud
always exists for providers of financial services. The Company relies on third-party providers (BankID issuers and Signicat AB) to perform identity checks of new customers. Any violation of anti-money laundering rules, or even
the suggestion that violations have been committed, either by the Company itself or any of its third-party providers, may have severe legal and reputational consequences for the Company and may, consequently, have a
material adverse effect on the Company's business, financial position, results of operations and/or prospects. Violations of anti-money laundering rules may also result in severe sanctions from authorities.
The Company is exposed to risks relating to internal control procedures
The Company's business is exposed to operational risks, including, but not limited to, the risk of fraud and other criminal acts carried out against the Company. In order to mitigate such risks, the Company depends on internal
control procedures and certain systems and processes. Any weakness in such procedures, systems or processes could lead to the failure to prevent the materialization of the aforementioned risks, which could in turn have
severe legal and reputational consequences for the Company. Any weakness in the aforementioned procedures, systems or processes could therefore have a material adverse effect on the Company's business, financial
position, results of operations and/or prospects.
The Company is exposed to risks relating to automated procedures and external providers
The Company offers loan products only through its digital platform. The assessment of loan applicants is an automated procedure, although certain factors in the assessment, such as income data and information on the value
of real property held by the applicant, is verified by external sources. Most loan applications are assessed automatically based on the input from applicants and third party verifications, and in accordance with predetermined
financial models. The Company is therefore exposed to risks relating to the accuracy and completeness of its financial models on which the automated credit decision is based, as well as risks relating to the reliability of the
input provided by its customers.
Claims against the Company may not be covered by the Company's insurance
Although the Company seeks to take sufficient preventive measures, the Company's business is subject to a number of risks related to, inter alia, changes in general economic conditions, human errors, disruption of
infrastructure, litigations and changes in the regulatory environment in which the Company operates. The materialization of any of the risks related to the Company's business could result in losses and possible legal liability.
Although the Company seeks to maintain insurance coverage to protect against certain risks, to such an extent as it considers reasonable, its insurance may not cover all the potential risks associated with the Company's
activities. If a claim against the Company is not covered by the Company's insurance, or the claim exceeds the coverage limitations under the Company's insurance, this could have a material adverse effect on the Company's
business, financial position, results of operations and/or prospects.
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Appendix | Risk factors
RISKS RELATING TO LAWS AND REGULATIONS
Changes in financial regulatory framework
Although the Company works closely with its regulators and continues to monitor the legal framework, future changes in the NFSA's or other government agencies' interpretation or operation of existing legislation or regulation
can be unpredictable and are beyond the control of the Company.
The NFSA issued on 12 December 2018 a proposal for new regulations on debt-based crowdfunding, including a ban on crowdfunding of consumer loans unless the lenders are financial institutions. On 26 April 2019, the
Ministry of Finance circulated the proposal for consultation, stating clearly, however, that the Ministry did not ask for views on a proposed ban but, to the contrary, plans to establish a working group to propose similar
regulations for crowdfunding of consumer loans as proposed for loans to businesses in the consultation paper. The NFSA's proposals for regulation of crowdfunding to businesses include a number of restrictive measures. It is
uncertain how crowdfunding to consumers will be regulated and when such potential regulations will enter into force.
On 1 July 2019, debt registers licensed pursuant to the Debt Information Act of 16 June 2007 No 47 were launched. The Ministry of Children and Families have taken the position that companies operating crowdfunding
platforms are not required to report debt information to a debt register and do not have access to the registers. This is different from the position initially taken by the NFSA and may change in the future.
On 26 June 2019 the Council of the European Union presented its position on a new regulatory framework for the operation of crowdfunding platforms. It is proposed to adopt a new regulation setting out detailed provisions for
crowdfunding services provided to borrowers that are not consumers. The final content of the regulation and the date on which it will enter into force will not be know until negotiations with the European Parliament have been
concluded.
Moreover, as the Company's customers are consumers the Company is particularly exposed to the risk of new regulations targeted at consumer financing in specific.
The Company is currently subject to the Act on Financial Contracts of 25 June 1999 no. 46 ("FCA") which regulates the contractual relationship between the Company and its customers. FCA implements Directive 2007/64/EC
on payment services ("PSD") and Directive 2008/48 on credit agreements. On 7 September 2017, the Ministry of Justice and Public Security presented a proposal for a new Financial Contracts Act for consultation. The
proposal entails revision of the current Financial Contracts Act as a result of Directive 2014/17/EU on credit agreements for consumers relating to residential immovable property, Directive 2014/92/EU access to payment
accounts with basic features and the contractual parts of Directive (EU) 2015/2366 access to payment accounts with basic features (PSD II) being implemented in Norwegian law. The proposal aims to strengthen the protection
for credit customers. Key changes include a proposal that the current obligation for a bank to dissuade customers from entering into credit agreement, is replaced by an obligation to reject credit applications from customers
with weak ability to repay. As a result of this the Company may be obliged reject more applications for credit. It is suggested that the customers obligations according to the credit agreement may be modified if a bank has not
complied with this duty, including that the customers may demand to pay market interest rate instead of the interest rate set in the credit agreement. Furthermore, a compensation provision based on objective liability is
proposed, for losses arising from breach of legislative obligations. The provision may in practice lead to increased liability for the Company.
The Company is also subject to laws and regulations concerning marketing activities directed towards consumers, the Company's target customers. Any changes in laws and regulations concerning consumer financing and or
marketing activities towards consumers could have a negative effect on the Company's business operations.
The Company is subject to Norwegian laws and regulations regarding tax and VAT. Future actions by the Norwegian government to change the tax or VAT laws or regulations, to increase tax or VAT rates or to impose
additional taxes or duties, might reduce the Company's profitability. Further, changes in the interpretation of tax or VAT legislation as well as differences in opinion between the Company and Norwegian tax authorities with
respect to the interpretation of relevant legislation or regulations might also adversely affect the Company's business. There can be no assurance that any change in tax or VAT legislation or the interpretation of tax and VAT
legislation will not have a retroactive effect. Any such event might have a material adverse effect on the Company's business, financial situation, results of operations, liquidity and/or prospects.
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Appendix | Risk factors
RISKS RELATING TO LAWS AND REGULATIONS (cont.)
The Company is exposed to risks relating to litigation, claims and compliance
The Company operates in a legal and regulatory environment that exposes it to potentially significant litigation and regulatory risks. As a credit broker the Company is registered with the NFSA but not subject to license
requirements and the detailed structure of the Company's business, including the use of e-money through cooperation with Espos Norge AS, has not been approved.
As a result of the litigation and regulatory risk, the Company may in the future become involved in various disputes and legal, administrative and governmental proceedings in Norway, which potentially could expose the
Company to significant losses and liabilities. Such claims, disputes and proceedings are subject to several uncertainties, and their outcomes are often difficult to predict, particularly in the earlier stages of a case or an
investigation.
Adverse regulatory action or adverse judgments 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,
or in restrictions or limitations on the Company's operations.
In addition, any determination by the Norwegian FSA or the Norwegian Data Protection Agency that the Company has not acted in compliance with applicable laws, or any failure to develop effective working relationships with
the Norwegian FSA, could have a significant and negative effect on the Company's business and reputation. Proceedings relating to the Company's business may expose it to increased regulatory scrutiny and constraints that
involve additional costs for the Company. Norwegian regulations for debt-based crowdfunding are vague and fragmented and the NFSA's interpretations may be difficult to predict.
The materialization of any of the aforementioned events could have a material adverse effect on the Company's financial condition, results of operations and/or prospects.
The Company is exposed to risks relating to compliance with data protection regulations
The EU General Data Protection Regulation ("GDPR") was implemented in Norwegian law through adoption of the Personal Data Act of 15 June 2018 No. 38, taking effect from 20 July 2018. Although a number of basic
existing principles will remain the same, the GDPR introduces new obligations on data controllers and rights for data subjects, including, among others (i) accountability and transparency requirements, which will require data
controllers to demonstrate and record compliance with the GDPR and to provide more detailed information to data subjects regarding processing, (ii) enhanced data consent requirements, which may include "explicit" consent,
(iii) limit the amount of information collected, processed, stored and its accessibility, (iv) constraints on using data to profile data subjects, (v) providing data subjects with personal data in a useable format on request and
erasing personal data in certain circumstances, (vi) risk assessments, taking into account use of cloud services and cross-border data transfers; and (vii) reporting of breaches without undue delay (72 hours where feasible).
The GDPR also introduces new fines and penalties for a breach of requirements, including fines for serious breaches of up to the higher of 4% of annual worldwide turnover or EUR 20 million and fines of up to the higher of 2%
of annual worldwide turnover or EUR 10 million (whichever is highest) for other specified infringements. The GDPR identifies a list of points to consider when imposing fines (including the nature, gravity and duration of the
infringement).
European practice indicates that data protection authorities will strengthen its focus on data minimization (routines for deletion), data protection impact assessments (risk-based internal control) and individual's rights (subject
access requests, data portability, etc.). Those requirements are particularly relevant for the financial sector.
There is a risk that the measures required under GDPR will not be implemented correctly or that individuals within the Company will not be fully compliant with the new procedures. If there are breaches of these measures, the
Company could face significant administrative and monetary sanctions as well as reputational damage and claims for damages from individuals, which may have a material adverse effect on the Company's business, financial
position, results of operations and/or prospects.
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Appendix | Risk factors
FINANCIAL RISKS
The Company is exposed to liquidity risk
The Company is exposed to liquidity risk and any inability to maintain sufficient cash flows could materially disrupt its business operations, harm its reputation and its ability to raise further capital and financing. The Company
monitors its cash flow forecasts to ensure that it has sufficient cash available on demand to meet expected operational expenses. The Company's future liquidity needs depend on a number of factors, and is subject to
uncertainty with respect to, inter alia, future earnings and working capital variations. A limited liquidity position may have a material adverse effect on the Company's business, financial position, results of operations and/or
prospects and may, under certain circumstances, force the Company to cease its operations.
Risks relating to the payment of fees and charges by the Company's customers
Although the Company does not carry any credit risk with respect to the unsecured loans offered through its digital platform, there is a risk that customers may fail to meet their obligations to pay fees and charges to the
Company. If significant amounts are not paid, this could have a material adverse effect on the Company's business, financial position, results of operations and/or prospects.
Risks relating to future financing
The Company may need to obtain additional capital in the future, in order to finance its operations and future growth, or in connection with unanticipated liabilities or expenses or for any other purposes. The Company's ability to
obtain such additional capital or financing will depend in part upon prevailing market conditions as well as conditions related to the Company's business and operating results, and these factors may affect the Company's ability
to arrange additional financing on satisfactory terms or at all. If the Company raises additional capital through debt financing, the Company may be subject to covenants limiting or restricting its ability to take specific actions,
such as incurring additional debt, making capital expenditures or declaring dividends. Should the Company be unable to obtain adequate financing when needed, this could have a material adverse effect on the Company's
business, financial position, results of operations and/or prospects.
Interest rate risks
Interest rates are affected by numerous factors outside of the Company's control, such as, but not limited to, the fiscal and monetary policies of governments and central banks as well as Norwegian and international political
and economic conditions.
Sudden, large and/or frequent interest rate increases could lead to an increase in default rates, which may in turn inflict losses on persons providing loans through the Company's digital platform. Although the Company does
not carry any credit risk with respect to such loans, the Company could face fewer lenders and consequently reduced business as a result of losses suffered by lenders. Further, a high interest rate environment may reduce the
demand for the Company's services, as individuals are in general less likely to borrow money in such an environment. Increases in interest rates could therefore have a material adverse effect on the Company's business,
financial condition, results of operations and/or prospects.
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Appendix | Risk factors
RISK FACTORS RELATING TO THE COMPANY'S SHARES and OTHER RISKS
RISK FACTORS RELATING TO THE COMPANY'S SHARES
There is no market for trading the Company's shares
There is currently no market for trading in the Company's shares and the Company's shares are not admitted to trading on any regulated market or any other market place. Hence, the Company will, inter alia, not be subject to
the regulations that apply to publicly traded shares, such as the requirement to disclose material information about the Company's business. Further, the fact that the Shares are not subject to trading on a market may result in
the Shares issued through the Private Placement being more difficult to sell as compared to shares that are already tradeable on a market.
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 additional Shares or other securities in order to finance its operations and future growth, or 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
shareholders bear the risk of any future offerings reducing the price of the Shares and/or diluting their shareholdings in the Company.
OTHER RISKS
Norwegian law could limit shareholders' ability to bring an action against the Company
The Company is a private limited liability company incorporated under the laws of Norway. 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 prioritised 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.
Pre-emptive rights to secure and pay for Shares in additional issuance 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, and 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.
Investors could be unable to recover losses in civil proceedings in jurisdictions other than Norway
The Company is a private limited liability company organised under the laws of Norway. [All of the members of the Company's Board of Directors and the senior management of the group reside in Norway.] As a result, it may
not be possible for investors to effect service of process in other jurisdictions upon such persons or the Company, to enforce against such persons or the Company judgments obtained in non-Norwegian courts, or to enforce
judgments on such persons or the Company in other jurisdictions.
The Company's ability to pay dividends is dependent on the availability of distributable reserves and the Company may be unable or unwilling to pay any dividends in the future
Norwegian law provides that any declaration of dividends must be adopted by the shareholders at the General Meeting. Dividends may only be declared to the extent that the Company has distributable funds and the
Company's board of directors finds such a declaration to be prudent in consideration of the size, nature, scope and risks associated with the Company's operations and the need to strengthen its liquidity and financial position.
As a general rule, the General Meeting may not declare higher dividends than the board of directors has proposed or approved. If, for any reason, the General Meeting does not declare dividends in accordance with the above,
a shareholder will, as a general rule, have no claim in respect of such non-payment, and the Company will, as a general rule, have no obligation to pay any dividend in respect of the relevant period.
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IMPORTANT INFORMATION
The information in this company presentation (the "Presentation") has been prepared by Perx Folkefinansiering AS (the "Company") solely for use at presentations to potential investors in connection with the contemplated private placement of shares by the Company (the "Private
Placement"). By reading the Presentation, or by attending any meeting or oral presentation held in relation thereto, you (the "Recipient") agree to be bound by the following terms, conditions and limitations:
The Presentation is for informational purposes only and does not in itself constitute, and should not be construed as, an offer to sell or a solicitation of an offer to buy any securities of the Company in any jurisdiction.
Investors in the Private Placement (if and when made) are required to read the offering material and other relevant documentation which is released in relation thereto for a description of the terms and conditions of the Private Placement and for further information about the
Company.
CONFIDENTIALITY
This Presentation and its contents are strictly confidential. Distribution of this Presentation to any person other than the Recipient and any person retained to advice the Recipient with respect to the Private Placement is unauthorized, and any disclosure of any of the contents of this
Presentation, without the prior written consent of the Company, is prohibited.
DUE DILIGENCE INVESTIGATIONS
This Presentation has been prepared by the Company based on the information available at the time of its creation. The Company's legal advisor Advokatfirmaet Schjødt AS (the Advisor) has carried out a strictly limited legal due diligence review of the Company. No other due
diligence reviews or verification exercises have been performed in connection with the Private Placement. In particular, no tax or other financial due diligence or third-party verification of the Company's financial position, prospects, forecasts or budgets has been carried out in
connection with the Private Placement. The Recipient acknowledges and accepts the risks associated with the fact that only limited investigations have been carried out. The Recipient will be required to conduct its own analysis and acknowledges and accepts that it will be solely
responsible for its own assessment of the Company, the Private Placement, the market, the market position of the Company, the Company's funding position, and the potential future performance of the Company's business and its securities.
NO REPRESENTATION OR WARRANTY / DISCLAIMER OF LIABILITY
The information contained in this Presentation has not been independently verified. Neither the Company, the legal advisor nor any of their respective parent or subsidiary undertakings or affiliates, nor any directors, officers, employees, advisors or representatives of any of the
aforementioned (collectively the "Representatives") make any representation or warranty (express or implied) whatsoever as to the accuracy, completeness or sufficiency of any information contained herein, and nothing contained in this Presentation is or can be relied upon as a
promise or representation by the Company, the Advisor or any of their Representatives.
Neither the Advisor nor any of their Representatives shall have any liability whatsoever (in negligence or otherwise) arising directly or indirectly from the use of this Presentation or its contents or otherwise arising in connection with the Private Placement, including but not limited to
any liability for errors, inaccuracies, omissions or misleading statements in this Presentation.
Neither the Company, nor the Advisors, have authorized any other person to provide investors with any other information related to the Private Placement or the Company and neither the Company nor the Advisors will assume any responsibility for any information other persons may
provide.
RISK FACTORS
An investment in the Company involves significant risk, and several factors could adversely affect the business, legal or financial position of the Company or the value of its securities. The Recipient should carefully review the chapter "Risk Factors" included in the Presentation for a
description of certain of the risk factors that will apply to an investment in the Company's shares. Should one or more of these or other risks and uncertainties materialize, actual results may vary materially from those described in this Presentation. An investment in the Company 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 their investment.
NO UPDATES
This Presentation speaks as at the date set out herein. Neither the delivery of this Presentation nor any further discussions of the Company or the Advisors with the Recipient shall, under any circumstances, create any implication that there has been no change in the affairs of the
Company since such date. Neither the Company nor the Advisors assume any obligation to update or revise the Presentation or disclose any changes or revisions to the information contained in the Presentation (including in relation to forward-looking statements).
NO INVESTMENT ADVICE
The contents of this Presentation shall not be construed as financial, legal, business, investment, tax or other professional advice. The Recipient should consult its own professional advisers for any such matter and advice.
FORWARD LOOKING STATEMENTS
The Presentation is based on the economic and regulatory market, as well as other conditions, in effect on the date hereof, and may contain certain forward-looking statements relating to, inter alia, the business, financial performance and results of the Company and the industry in
which it operates. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words “believes”, “expects”, “predicts”, “intends”, “projects”, “plans”, “estimates”, “aims”, “foresees”, “anticipates”,
“targets”, and similar expressions. By their nature, forward-looking statements involve, and are subject to, known and unknown risks, uncertainties and assumptions as they reflect the Company's current expectations and assumptions as to future events and circumstances that may
not prove accurate. Because of these known and unknown risks, uncertainties and assumptions, the outcome may differ materially from those set out in the forward-looking statements. Important factors that could cause those differences include, but are not l imited to, economic and
market conditions in the geographic areas and industries that are or will be major markets for Company's businesses, changes in governmental regulations and interest rates and fluctuations in currency exchange rates.
Any forward-looking statements contained in this Presentation, including assumptions, opinions and views of the Company or cited from third party sources, are solely opinions and forecasts and are subject to risks (including those described in the chapter "Risk Factors" in the
Presentation), uncertainties and other factors that may cause actual results and events to be materially different from those expected or implied by the forward-looking statements. Neither the Company nor the Advisors or any of their Representatives provides any assurance that the
assumptions underlying such forward-looking statements are free from errors nor do any of them accept any responsibility for the future accuracy of opinions expressed in this Presentation or the actual occurrence of forecasted developments.
DISTRIBUTION AND SELLING RESTRICTIONS
The Company has submitted the prospectus for registration with the Norwegian Registry of Enterprises (“Foretaksregisteret”), by this allowing the distribution and marketing of Presentation in any jurisdiction where action would be required for such purposes. The Presentation has
not been registered with, or approved by, any public authority, stock exchange or regulated market. The distribution of this Presentation, as well as any subscription, purchase, sale or transfer of securities of the Company, may be restricted by law in certain jurisdictions, and the
Recipient should inform itself about, and observe, any such restriction. Any failure to comply with such restrictions may constitute a violation of the laws of any such jurisdiction. Neither the Company, nor any of their Representatives shall have any responsibility or liability whatsoever
(in negligence or otherwise) arising directly or indirectly from any violations of such restrictions. The Company has authorized an offer to the public of securities in Norway, and the Company is required to publish a prospectus in any member state of the European Economic Area
which has implemented Regulation (EU) 2017/1129 (the "Prospectus Regulation" with national rules/regulations), and if applicable.
In the event that this Presentation is distributed in the United Kingdom, it shall be directed only at persons who are either "investment professionals" for the purposes of Article 19 (5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or
high net worth companies and other persons to whom it may lawfully be communicated in accordance with Article 49 (2) (a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). Any person who is not a Relevant Person must not act or rely on this
Presentation or any of its contents. Any investment or investment activity to which this Presentation relates will be available only to Relevant Persons and will be engaged in only with Relevant Persons.
This Presentation does not constitute an offer of securities for sale into the United States. The securities described herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of
any state or other jurisdiction in the United States, and may not be offered or sold within the United States, absent registration or under an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. In the United States, the securities
described herein will be offered only to qualified institutional buyers ("QIBs") within the meaning of, and as defined in, Rule 144A under the Securities Act. Outside the United States, the securities described herein will be offered in accordance with Regulation S under the Securities
Act to non-U.S. persons (as defined in Regulation S).
The Recipient warrants and represents that (i) if it is located within the United States and/or is a U.S. person or in the United States, it is a QIB, (ii) if it is a resident in the United Kingdom, it is a Relevant Person.
NEITHER THIS PRESENTATION NOR ANY COPY OF IT MAY BE TAKEN, TRANSMITTED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, HONG KONG OR IN ANY OTHER JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF APPLICABLE SECURITIES LAWS AND PERSONS INTO WHOSE POSSESSION
THIS PRESENTATION COMES SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH RELEVANT LAWS.
GOVERNING LAW AND JURISDICTION
This Presentation is subject to Norwegian law and any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of Norwegian courts, with Oslo district court as legal venue.