INVESTMENT MEMORA NDUM

Issuer: Greyp Bikes d.o.o.

Date of memorandum: 01.10.2019

This Investment Memorandum has neither been approved nor disapproved by any financial
authority nor has any authority or commission reviewed the accuracy or adequacy of this
Investment Memorandum. The offer of Equity Tokens is being made pursuant to an exemption
from the obligation to issue a prospectus pursuant to Article 3(2) of Regulation (EU) 2017/1129
and as qualified by the laws of Liechtenstein.

***
Issuer is the company raising funds through the Equity Token Offering (ETO) and accepts
responsibility for the contents of this Investment Memorandum and declares that, to its
knowledge, the information provided is correct and no material circumstances have been
omitted.
Date: 01.10.2019
Place: Sveta Nedelja

Managing Director of Greyp Bikes d.o.o .

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Table of Contents

TABLE OF CONTENTS ....................... ...................................... ............................................................ . 2

KEY PARTIES ............................................................. ............................ ................................................ 4

ISSUER ................................. ........ .. ...... ... ........ .... .. ......... ....... ............ ..... ... ........ ... ... .... .......................... 4
Corporate Governance .... ........................ ................ ........................... ............ ........ ..... .................... 4
NOMINEE .............................. .... ........... . ... .............................................................. ... ........ ... ................ .. 5

Corporate governance ............................. ............ ....................................................... .................. .. 6

PLATFORM ........................... ...................... ........ ........... ..... .. ... .. ..... . .. .. ... ...... ......... .......... ....... ........ ....... 6
TOKEN OFFERING OPERATOR ............ .. .... ............... .... ... .. ........................... ......... ..... ....... ....... .. ...... ... .... 7

ETO INVESTMENT TERMS AND DETAILS .................................. ................................................ ........ 8

GENERAL ····················································· · ····· ···· ····· ························· ................... .... ... .................... ... 8
INVESTMENT OFFER ....................................... ..... . ............ .. .................... . ...... ........... .. ...... .. ... .... ... .. . ... .... 8
EQUITY TOKEN SALE ..................................... ..... .. .... .. ....... .... .............. .................... .... .............. .. ....... .. 10

ACQUISITION OF EQUITY RIGHTS ................... ... .. .. ................ .. ...... ... ... ........................... .... .. ..... .. .... .... .. 11

TOKEN HOLDER RIGHTS ................................ .......... .................. .. ........... ................... .... ...... ............... .. 11
Profit Distribution Rights .......... ............................ .................................................... .................... .. 11
Voting Rights ............................ ............................................................................ .................... ..... 12
Information Rights .................................. ................... ...................... ................................. ............. 12
Transferability of the Equity Token ........ ..................................... ............................................... ... 12
Commissions, other distribution costs ................. .......................................... ............................... 13
TECHNICAL BASIS FOR ACQUISITION PROCESS ....... .. .......... ...... . .... ... .......... .... .. ..... .... .................. ... ... ... .. 14
Acceptance of subscription .................... .................................. ................ .................................. ... 14

2
 Details of the payment, in particular account details .................................................................... 14
TECHNICAL ENFORCEMENT OF EQUITY RIGHTS ...................................................................................... 15
No fixed interest, no repayment, no fixed terms ........................................................................... 15
TAX IMPLICATIONS OF THE EQUITY TOKEN ............................................................................................ 15

RISKS ................................................................................................................................................... 16

MAXIMUM RISK ................................................................................................................................... 16

RISKS IN DETAIL .................................................................................................................................. 16
Forecasting risks .......................................................................................................................... 16
Regulatory risks............................................................................................................................ 17
Network risks ................................................................................................................................ 17
Currency risks .............................................................................................................................. 17
Key people risks ........................................................................................................................... 18
Tax risks ....................................................................................................................................... 18
Liquidity risks ................................................................................................................................ 18
Risks associated with debt financing of the Issuer ....................................................................... 19
Risk of wallet loss or hack (data theft).......................................................................................... 19
Risk of lack of finance, thus inability to finance working capital ................................................... 19
Risk of shortage of Li-ion cells due to increase of demand for electrical transportation .............. 20
Risk of supplier dependency for bike parts from Taiwan and China ............................................ 20

INFORMATION ABOUT THE ACTIVITIES OF THE ISSUER ............................................................. 21

Issuer’s History ............................................................................................................................. 21

Description of the business objective of the Issuer ...................................................................... 21
List of all licenses, patents and agreements essential for the business ....................................... 23
Litigation, administrative proceedings .......................................................................................... 24
Exceptional events ....................................................................................................................... 24

ISSUER’S FINANCIAL POSITION....................................................................................................... 24

ISSUER’S INVESTMENT OBJECTIVES, ALLOCATION OF FUNDS, ENCUMBRANCES,

SHAREHOLDER LOANS AND FURTHER RESTRICTIONS ON USE .............................................. 25

FURTHER INFORMATION ABOUT THE NOMINEE........................................................................... 27

APPENDIX............................................................................................................................................ 28

APPENDIX 1: ARTICLES OF ASSOCIATION .............................................................................................. 28

APPENDIX 2: PROFIT AND LOSS STATEMENT 2017 ................................................................................ 28
APPENDIX 3: PROFIT AND LOSS STATEMENT 2018 ................................................................................ 28
APPENDIX 4: BUSINESS PLAN AND FINANCIAL PROJECTIONS ................................................................. 28

3
Key Parties

Issuer

Issuer: Greyp Bikes d.o.o. (also referred to as the “Company”)

Business address: Ljubljanska 7, 10431 Sveta Nedelja, Croatia

Founding date: The Issuer was founded on 2013-09-27. The Articles of

Incorporation of the Issuer were last amended by resolution of
the shareholders dated 2019-08-09. The Company is
established for an indefinite term.

Legal form: LLC subject to the laws of Croatia.

Company registration 03627403593

number (OIB):

Purpose of the Limited liability company based in Sveta Nedelja, Croatia

Company:

Corporate Governance

Managing Directors: Mate Rimac, Chief Executive Officer

Krešimir Hlede, Chief Operating Officer

With regard to the Managing Directors, there are no entries

relating to a conviction for the violation of a criminal offense
which resulted in imprisonment or civil offenses for the
commission of fraud or financial crimes under the laws of
Republic of Croatia.

Corporate structure: Below is the ownership structure of the Issuer as at the date of
publication of this Investment Memorandum.

4
 Mate Rimac - 11 700 HRK share capital
Porsche Engineering Group GmbH - 3 000 HRK share capital
Camel Group Co., Ltd. - 4 800 HRK share capital
China Dynamics (Holdings) Limited - 2 000 HRK share capital
New Automovile Development LLP - 1 200 HRK share capital
Adriano Mudri - 3 100 HRK share capital
Others - 2 000 HRK share capital
Total - 27 800 HRK share capital

Articles of Association: Appendix 1

Nominee

Nominee: SmartZero UG (haftungsbeschränkt)

Business address: c/o LACORE Rechtsanwälte PartG mbB, Markgrafenstraße

36, 10117 Berlin, Germany

Legal form: UG (haftungsbeschränkt) subject to the laws of Germany

Commercial registration i.G.

number:

Nominee’s ETH address: 0xf3f35C09A8e9dE32A8D60451BD80E5381Cd8F52d

Description: The Nominee is wholly owned by the Issuer. Its sole purpose
is to execute the will of the token holders as the registered
shareholder in the cap-table of the Issuer following a
successful ETO.

Purpose of the Company: Nominee will take over the shares in the Issuer in order to
pass on the resulting rights to investors as detailed below in
the section Token Holder Rights. In particular, the Nominee
will transfer rights to participate in the profits of the Issuer and
(in a limited and indirect manner) to exercise voting rights.
The basis for this is the Reservation and Acquisition

5
 Agreement and the Token Holder Agreement (as such
agreements are described or identified further on in this
Investment Memorandum).

Essential rights and Above all, Nominee has the obligation to (i) acquire shares in
obligations: the Issuer in exchange for the sale of the Equity Token, (ii) to
pay the share capital and (iii) to make the additional payment
to the capital reserve. The obligation in point (iii) is in fact
directly fulfilled by the investors, as the system of payments
by the investors is structured in a way so that the funds are
received by the Issuer with only formal role of the Nominee in
the entire process.

Corporate governance

Managing Director: Krešimir Hlede

With regard to the Managing Director, there are no entries

relating to a conviction for the violation of a criminal offense
that resulted in imprisonment or civil offenses for the
commission of fraud or financial crimes under the laws of
Republic of Croatia.

Platform

Platform: Neufund Platform (also referred to as “Neufund”)

Address: https://platform.neufund.org

Source: https://github.com/Neufund/

Platform Economic NEU token holders viewable under

Owners: https://etherscan.io/token/0xa823e6722006afe99e91c30ff52
95052fe6b8e32#balances

Approx. 50% of NEU Tokens are owned by Fifth Force

(Liechtenstein) GmbH

6
Platform Operator: Fifth Force (Liechtenstein) GmbH

Description: Neufund is an end-to-end platform for asset tokenization and

issuance. Using blockchain-based technology, companies
can conduct regulated offerings and issue legally-binding
Equity Tokens. At its core, Neufund offers a user-friendly
platform for companies - typically technology startups - to
fundraise in a legally-compliant manner and access a global
pool of investors through one platform. The Issuer has
elected to conduct its ETO through the Neufund Platform.

Token Offering Operator

Token Offering Operator: Fifth Force (Liechtenstein)

Platform operator wallet LI

Business address: c/o House of Blockchain Dr. Grass - strasse 12, FL-9490
Vaduz, Liechtenstein

NEU wallet address: 0x0084C8f023D51896807a32d6f3e1AAc307eD891D

Commercial registration L-0002.609.744-9

number:

Managing Director: André Eggert

7
ETO Investment Terms and Details

General

For purposes of the ETO, the Issuer’s share capital will be increased to allow the Nominee to
subscribe to shares. Below are the key aspects of the Issuer’s share capital.

Existing share capital: 27 800 HRK

Authorized capital: Authorized capital not specified.

Existing Shareholders Mate Rimac - 11 700 HRK share capital

Porsche Engineering Group GmbH - 3 000 HRK share
capital
Camel Group Co., Ltd. - 4 800 HRK share capital
China Dynamics (Holdings) Limited - 2 000 HRK share
capital
New Automovile Development LLP - 1 200 HRK share
capital
Adriano Mudri - 3 100 HRK share capital
Others - 2 000 HRK share capital
Total - 27 800 HRK share capital

Investment Offer

Investors can subscribe to an investment on the basis of the below terms. Investors
participating in the presale will receive a discount as specified below. This discount will be
reflected in the calculation of the pre-money valuation of the company. If the Issuer reaches
the Minimum Investment Amount, investors will receive equity-like participation rights in the
Issuer. Please note that as a precondition to investment, investors must register with the
Platform, which in turn requires the investor to go through an identity verification process.
Registration may take some time.

Company Pre-Money Valuation: 45 000 000 EUR

8
 Discounted Company Pre-Money 40 500 000 EUR
Valuation:

Whitelist Discount: 10%

Neufund ICBM investors will receive the Whitelist

Discount.

Minimum Investment Amount: 971 223.02 EUR

Maximum Investment Amount: 4 760 897.21 EUR

Maximum Investment Amount With 4 284 807.49 EUR

All Discounts:

Min. amount of new shares to be 6

issued:

Max. amount of new shares to be 30

issued:

New share nominal value: 100.00 HRK

New share price: 161 870.50 EUR

The Investors and Shareholders Agreement is available for download on Issuer’s listing page
on the Issuer’s website under the link https://platform.neufund.org/eto/view/1eb004fd-c44d-
4bed-9e76-0e0858649587

For the purpose of simplicity and clarity, the term “share” when used in this Investment
Memorandum does NOT represent actual shares, but rather describes and must be
understood to represent ownership rights in the Company, including the voting rights in the
Company of the Existing Shareholders. Currently, each HRK 100,00 in the Existing share
capital represent one vote at the shareholders’ meeting of the Company. Due to the Company
Pre-Money Valuation, the fact that it is not known what the actual Investment Amount will be,
and that almost certainly the number of “shares to be issued” as described in the table above
will NOT correspond exactly to the Investment Amount in relation to the Company Pre-Money
Valuation, it is important to note that new shares to be issued to the Nominee, as described in
the table above, will be rounded to the nearest whole number, while such whole number will
9
be accurately represented only by referring to the Nominee’s percentage of the shareholding
in the Company.
Hence the “Minimum amount of new shares to be issued” is to be understood as minimum
percentage of ownership rights in the Company (including voting rights) of 2,15% and the
“Maximum amount of new shares to be issued” is to be understood as maximum percentage
of ownership rights in the Company (including voting rights) of 10,79%

Equity Token Sale

Investors will be able to acquire Equity Tokens in the period and the manner specified below.
The Equity Tokens are the result of a capital increase of the Issuer and the issue of new
shares.

Presale duration: 14 days

Public ETO duration: 30 days

Amount of tokens 1 000 000

representing one share:

Token Symbol: GRP

Token Standard: ERC-20 token

Equity Token price: 0.1618705036 EUR

Discounted price of Equity 0.1456834532 EUR

Token:

Min. Equity Token Supply: 6 000 000

Max. Equity Token Supply: 30 000 000

Max. Equity Token Supply in No limit.

presale:

Currencies accepted: ETH, EUR

Min. ticket size: 100 EUR

10
 Max. ticket size: Not higher than max. investment amount.

Token Distribution: After ETO ends

The Reservation and Acquisition Agreement is available for download on Issuer’s listing page
on the Issuer’s website under the link https://platform.neufund.org/eto/view/1eb004fd-c44d-
4bed-9e76-0e0858649587

Acquisition of Equity Rights

The equity shares underlying the Equity Tokens are acquired under the terms of a Reservation
and Acquisition Agreement and an Investment and Shareholder’s Agreement (ISHA) both
entered into between the Issuer and the Nominee.

Nominee is a special purpose vehicle incorporated under the laws of Germany with the sole
purpose of acting on behalf of Equity Token holders in the acquisition and exercise of equity
rights in the Issuer. The Nominee functions as a second layer of protection for Equity Token
holders by ensuring the enforceability of Equity Token holder rights off-chain.

Token Holder Rights

The Equity Tokens grant holders the right to participate in the result of the Company. Equity
Tokens themselves do not directly represent shares in the Issuer. Through the Token Holder
Agreement, the Nominee transfers and assigns its rights under the ISHA to the investor as
Equity Token Holder. Investors thus receive direct claims against the Issuer. These rights are
described in text detail below and the rights applicable to the Equity Tokens offered through
the ETO of the Issuer are summarized in the table further below.

Profit Distribution Rights

Investors will participate in profit distributions pro rata to their percentage of ownership rights
in the Company. Thus, if an investor owns 1 000 000 Equity Tokens and thus economically
trades in a par value of a single share (as such share is to be understood as percentage of
ownership rights in the Company, including voting rights), that investor will participate in
distributions of profits in proportion of such ownership share in the Issuer.

11
Voting Rights

In the case of voting rights, the exercise of the Equity Token holder rights are such that in the
case of a pending vote on a shareholder resolution at the level of the Issuer, Nominee informs
all Equity Token holders of its voting obligation as registered shareholder and makes a
proposal to vote on the resolution. The Nominee will then vote in accordance with the proposal
of the Issuer, unless more than 50% of voting quorum (which quorum shall require 10% Equity
Token holders (each Equity Token grants one vote)) oppose the proposal of Nominee.

Information Rights

Nominee continues to pass certain information rights in the Issuer to Equity Token holders.
These relate in particular to the annual financial statements of the Issuer, which they will
disclose to investors and publish on an area accessible only to investors on their homepage.

Transferability of the Equity Token

The Equity Tokens are transferable. An investor can freely assign the rights underlying the
Equity Tokens to another third party.

Nominee: SmartZero

Token Transferability: Equity Tokens are transferable.

Token Trading: The Equity Tokens are potentially tradeable, however a trade
has not yet been initiated by the Company and there is no
guarantee that a trade will be initiated. When trading is
initiated, token holders will be informed through the Issuer’s
page on the Platform.

Voting rights: Yes

Advisory Board: No Advisory Board.

Liquidation Preference: Equity Tokens that represent new shares (the term “shares”
is to be understood in accordance with “Investment offer”
section above) shall not have a liquidation preference and the
Nominee, on behalf of the Equity Token Holders, shall not

12
 receive out of the Exit Proceeds any amounts in preference
to other shareholders. After distribution of any liquidation
preferences set forth in the Shareholders' Agreement and/or
Articles of the Company, the remaining Exit Proceeds shall
be allocated to all shareholders (including the Nominee on
behalf of the Equity Token Holders) on a pro rata basis with
respect to all shares.

Proceeds distribution: Token holders participate indirectly in profit distributions of

the Issuer and the proceeds of a so-called "exit", (i.e the sale
of more than 50% of all shares in the Issuer or a disposal of
more than 50% of all assets of the Issuer).

The Token Holder Agreement is available for download on Issuer’s listing page on the Issuer’s
website under the link https://platform.neufund.org/eto/view/1eb004fd-c44d-4bed-9e76-
0e0858649587

Commissions, other distribution costs

Platform fees: From the proceeds of the sale of the Equity Tokens, the Issuer
is required to pay an amount of 3% as a commission to the
beneficial owners of the Platform.

NEU Tokens: The beneficial owners are the holders of so-called NEU tokens.
The Platform itself owns 50% of all NEU tokens. Thus the
commission due to all remaining NEU token holders will be
50%.

Participation fees:
Furthermore, the Issuer is obliged to pay the NEU token
holders a commission totaling 2% of the amount payable to
the holders of Equity Tokens, in the case of either (i) profit
distributions or (ii) the total sale of the Issuer. For holders of
Equity Tokens, this amounts to a pro rata proportion of their
indirect or direct participation in the share capital of the Issuer.

13
Technical basis for acquisition process

Acceptance of subscription

The Equity Tokens are offered exclusively through the Platform under the internet address
https://platform.neufund.org. There is no other way or possibility to make declarations of intent
on the acquisition of the investment.

Details of the payment, in particular account details

Investors may purchase Equity Tokens through the Platform using:

ETH, EUR.
If payment is made by either currency, the investor purchases Equity Tokens against the
guarantee of the asset.

If the investor wishes to invest with Ether or nEUR, this requires the use of a so-called "Wallet",
i.e an account for cryptocurrencies and tokens maintained by a third-party vendor in the name
of the vendor. To enable investment into the ETO the invested amount is blocked on the so-
called blockchain technology in a so-called “Smart Contract” and is only transferred to the
Issuer if the Minimum Amount is raised within the specified subscription period. If the Minimum
Amount is raised, the investor will simultaneously receive the corresponding number of Equity
Tokens in the designated wallet.

Payment amounts due to the Issuer for the purchase of the Equity Tokens are made on the
Wallet address 0xB8a93FDC69Df45c59302FE867877786A5e05bE05.

In addition to the above-mentioned price per investment, investors incur no further

costs, in particular they do not have to pay any additional commissions, fees or the
like. However, the investor has to pay part of the so-called "gas price" to the Ethereum
network for the transaction on blockchain. Its limit is set ad hoc by the Ethereum
network and cannot be predicted. The Platform is not involved in setting the "gas
price". In addition, the investor may incur costs for maintaining the Wallet with a third-
party provider that holds the Equity Tokens. The investor is not obliged to make
additional contributions, there is also no liability for claims against the Issuer.

14
Technical enforcement of equity rights

All information for the investors or owners of the Equity Tokens will be published by the Issuer
and made available via the Platform.

Proceeds are automatically distributed in a pro rata share of economic participation in the
Equity Tokens to Equity Token holders by the ETO smart contract. Token holders must claim
proceeds through the Platform. Voting for or against the proposals of the Issuer through the
Nominee will be conducted via the Platform as well as further information about the Issuer,
such as the annual financial statements or other notifications to their shareholders and thus
also to the investors.

No fixed interest, no repayment, no fixed terms

The Equity Tokens do not include a right to a fixed rate of return. Also, a repayment of
the purchase price is neither guaranteed nor promised. The investor receives liquidity
solely on the basis of profit distributions made by the Issuer or, if applicable, an exit
from the Issuer. For this reason, the terms of the investment, i.e of the Equity Token
are not limited.
In the absence of a fixed interest rate and a repayment obligation, there is no need for
the Issuer to present the fundamental conditions. The same applies to the effects of
the net assets, financial position and results of operations and the business prospects
on the ability of the Issuer to pay interest and repay the investment.

Tax implications of the Equity Token

Any prospective Equity Token holder should seek independent tax advice regarding their
individual tax position and the tax consequences of subscribing, holding and transferring Equity
Tokens in the token holders jurisdiction of tax residence. Equity Token holders and their
advisors are in the best position to understand the particular circumstances of their tax position
and are thus wholly responsible for the assessment of the tax consequences deriving from the
Equity Token.

15
Risks

Maximum Risk

The maximum risk of the investor may exceed the total loss of the amount invested in
acquiring the investment.

This chapter explains the main risks associated with direct investment in equity investments.
Every investor should read this chapter carefully before making an investment decision. The
presentation of the risks of the financial position does not replace the possibly necessary
advice of the investor by technically suitable advisors. It is recommended that the investment
decision is not made solely on the basis of the information contained in this risk chapter, as
such information cannot replace the advice and education tailored to the needs, objectives,
experiences, knowledge and circumstances of the investor. It cannot be ruled out that further
risks may arise from the personal situation of the investor. The amount of capital invested by
the investor should be commensurate with the economic circumstances of the investor and
should only be an appropriate proportion of the investors total assets, consistent with the
investors personal investment and risk profile. The investment described in this Investment
Memorandum has been prepared on the basis of the economic data available at the time of
the Investment Memorandum and the current legal and taxation environment. Legal, tax or
economic conditions may change during the term of the investment, with the result that other
legal, tax or economic risks occur that are not identifiable at the time of publication of the
investment memorandum may rise or arise. In the following chapters, the material risks
regarding the investment in assets are thematically structured and described. The following
risks may occur individually or cumulatively. The classification into risk categories in this
Investment Memorandum and its order below do not give any indication of the likelihood of
occurrence or the significance or severity of the individual risks. The total loss of capital
invested is highly likely if the Issuer becomes insolvent and has to file for bankruptcy.

Risks in detail

Forecasting risks

16
This Investment Memorandum contains forecasts (e.g. profit and loss forecast). The
realization of these forecasts cannot be predicted. There is a risk that the budget figures and
forecasts will be weaker and to the detriment of the Issuer and the investor. This can lead to
the revenue not being paid on time or not being paid in full. While the projections of the
Issuer’s future performance are based on the best judgement of the Issuer given the presently
available information, future results may be adversely affected by circumstances that may
vary substantially and may thus impact the future revenues of the Issuer and result in partial
or total loss for the investor.

Regulatory risks

It is possible that at any time after the ETO the regulatory framework of the Issuer (Republic
of Croatia) changes with possible negative effects on the investors. At this time, to the best
knowledge of the Issuer, there are no laws or regulations in place in the Republic of Croatia
that may in any way endanger or jeopardize rights of the investors;

Network risks

The Platform is absolutely dependent on the so-called Ethereum Blockchain and its technical
infrastructure. This not only means a basic functionality, but also that the blockchain is not
used by such a large number of users that the transaction speed decreases so much that the
Platform Operator can no longer effectively operate its business.

In addition, there is the risk that a fee (so-called "Gas Price") has to be paid for the use of the
Ethereum Blockchain. This Gas Price is usage dependent, i.e it increases as more
transactions are handled via the blockchain. This can lead to transaction costs increasing so
much that users no longer use the Platform, because the usage price, which is not payable to
the Platform Operator but the operators of the Ethereum Blockchain, becomes so high that
use of the Platform becomes economically unattractive. In this case, the business operations
of the Platform Operator would come to a standstill and it would also lead to the threat of
bankruptcy in the short to medium term.

Currency risks

The fact that the investment can also be acquired against Ether leads to a considerable
currency risk. On the one hand, if the investor has acquired Ether against the Euro or against
another currency, including cryptocurrency, it is conceivable that due to price fluctuations, the

17
Ether price will rise to such an extent that later disbursements to investors made exclusively
in Euros will not be sufficient to earn the same amount of Ether. So, if investors for some
reason depend on having the amount of Ether they used to purchase the asset at a later date,
they may not be able to benefit from the cash outflows.

On the other hand there exist currency risks for the Issuer. If the Issuer does not immediately
exchange the received Ether into Euros, but rather holds it in part or in whole for exchange
into Euros at a later date, it is conceivable that at that time the price of the Ether has fallen so
much that the Euro amounts obtained by the Issuer are not sufficient to reach the planned
coverage of expenses related to the business plan. The Issuer would then not be able to
make all the necessary investments to develop the business and there would be restrictions
in business operations, which could be so extensive depending on the extent that they may
threaten the solvency of the Issuer.

Key people risks

The quality of the Issuer's corporate decisions depends largely on the capabilities, experience
and network of the Issuer's directors. There is a risk that the persons responsible for
the management of the Issuer at the time of the publication of this Investment Memorandum
and thereafter during the term of the investment change, where new suitable persons must
be found who have the necessary expertise and industry knowledge to manage the Issuer.
There is a risk that suitably qualified persons cannot be found or that the following persons
who work in executive management positions do not prove to be suitably qualified and thus
make decisions that a prudent business person would not make. This may have a negative
effect on the solvency of the Issuer and, if necessary, lead to the insolvency of the Issuer.
This can lead to a total loss of the capital invested by the investor.

Tax risks

At this time the Issuer rights does not see any particular tax risks tied to Equity Token holding.

Liquidity risks

This investment does not include any right to require the Issuer to repay the investment or to
make a current interest. In this regard, liquidity issues do not matter to the Issuer. But they are
essential in general terms. If the Issuer is experiencing liquidity difficulties due to unexpected
expenses and / or missing or late revenue and / or is underperforming, the Issuer may be in

18
a situation of insolvency and may even be forced to file for bankruptcy. In this case, the total
loss threatens the capital invested by the investor.

Risks associated with debt financing of the Issuer

The Issuer may borrow capital, for example, in the form of bank loans. There is a risk that the
Issuer will not receive any revenue or revenue from its own operations, or receive the revenue
at a later date than expected. In this case, the Issuer may be forced to borrow. The use of
borrowed capital may result in the Issuer being burdened with debt obligations that affect the
claims of the investor. It is conceivable that the Issuer may not be able to meet the interest or
repayment claims arising from borrowing. In this case, the issuer may become insolvent. From
this the investor may lose its total investment.

Risk of wallet loss or hack (data theft)

The Equity Tokens are held by the investor in a so-called third-party wallet. These wallets
typically have coded access, i.e are secured with a password or a combination of numbers. If
the investor loses this access, there is no way to get to the Equity Tokens. They will be lost.
In particular, the Issuer is neither actually nor legally able to regenerate and issue the Equity
Tokens. The same risk exists if a third party succeeds in gaining unauthorized access to the
wallet. Also in this case, where the third-party succeeds to remove and transfer the Equity
Tokens from the wallet, the Issuer is not able to issue new Equity Tokens to the investor.

Risk of lack of finance, thus inability to finance working capital

Production of e-bikes is heavily dependent on numerous specialised suppliers of components

and parts. Supply chain is extremely long, meaning lead times are long and supply is
complicated. On top of that, bike industry is highly seasonal, meaning that turnover of
inventory in Q4 and Q1 is extremely long. All of this factors are the reason why working capital
requirements are exceptionally high, in most of the cases trade working capital accounts to
1/3 of sales. This means that even with exceptional profitability, for an aggressive growth
(>100% /year) the company cannot finance growth of working capital solely from operating
profit, but must have additional financing, through debt or through capital raise. In case
company is unable to finance growth, it will not be possible to grow at projected rates.
Company is mitigating this risk by planning to raise additional capital, both through ETO as
well (if needed) through institutional investors. This risk is actively being mitigated through
double sourcing strategy, long term contracts and active fundraising.

19
Risk of shortage of Li-ion cells due to increase of demand for
electrical transportation

E bikes use Li-ion battery cells as a storage of energy. Reason is that Li-ion is market proven
and offers by far the best energy density, both in terms of kW/cm3 as well as kW/kg. Because
of design or e-bikes and market expectations, it would be extremely difficult to switch to any
of the alternatives. Because of mentioned properties, Li-ion battery cells are being used for
various other applications, most notably for electric cars and other electric vehicles. Mentioned
demand for electric cars could be the reason that demand for battery cells will exceed the
supply, making Li-ion cells both more expensive and hard to obtain. Beside mentioned risk,
there is also one more reason why sourcing of battery cells constitutes risk for the company.
Li-ion battery packs are considered dangerous goods and fall under numerous regulations
and standards, meaning battery packs need to be certified and validated. This means that
development of a battery pack is both expensive and costly and also requires total design
freeze before the certifications. If for some reason the company would have to change battery
cell supplier, that would require additional development time and certification time. Company
is mitigating that risk by securing at least two suppliers for battery cells, as well as certifying
battery packs with at least two different cell suppliers. Company has no knowledge of any
development that could cause shortage of Li-ion cells in the near future. This risk is actively
being mitigated through double sourcing strategy, long term contracts and active fundraising.

Risk of supplier dependency for bike parts from Taiwan and China

Company is sourcing bicycle related parts from far east. Due to the ongoing practice of
subsidies to bike manufacturers by Chinese government, EU has imposed antidumping duties
to both traditional bicycles, traditional bicycle parts as well as to e-bikes manufactured in
China. Non e of those duties is significantly impacting the company, however, there is a risk
that in the future EU might impose anti-dumping duties for e-bike parts manufactured in China
as well. In case of such a development, sourcing parts from China would become significantly
more expensive, while prices for parts manufactured in other countries (ex. Taiwan) would
also most probably rise due to increase of demand. Company is mitigating this risk by
choosing (where possible) suppliers outside China, or is following “double supplier” policy.
Company has no knowledge of any info that could indicate that EU might change its anti-
dumping policy. This risk is actively being mitigated through double sourcing strategy, long
term contracts and active fundraising.

20
Information about the activities of the Issuer

Issuer’s History

Company has gone through different stages in its existing, where main milestones were:

2013 – Greyp brand established, just as a project in Rimac automobili

2016 – Greyp G12S, second, improved version of first bike starts hitting the market
2016 – Greyp spins off from Rimac Automobili, but remains a part of the Group
2017 – Camel Group invests in Greyp as lead investor in Series A fundraising
2018 – Porsche invests in Greyp as follow-up investor in Series A fundraising
03/2019 – Greyp launches its first pedelec, G6 range in eMTB category
09/2019 – Greyp wins Eurobike Award (Oscar of the bike industry) for its flagship bike, G6.2
in its first year on the market
09/ 2019 – Greyp launches Europe’s first retail tokenized equity fundraising

Read more about Issuer’s in the pitch deck available on the Issuer’s listing page through the
Platform under this link: https://platform.neufund.org/eto/view/1eb004fd-c44d-4bed-9e76-
0e0858649587

Description of the business objective of the Issuer

Introduction:
Transport and mobility have significant influence on the environment, economy, social aspect
of our lives and link to many other sectors. The situation right now is deteriorating, from traffic
congestion to negative impact on the environment and to huge inefficiency in the way we use
our vehicles. Transport is far from being green, smart or sustainable

Our view of the future of mobility:

Sustainable development of our society is impossible without a massive change in the way we
move. We believe that mobility, like many other aspects of our lives, will become smart.
Vehicles will interact with us, interact with each other and make decisions on their own. This
will primarily allow for a more efficient, cost-effective way of transport which is accessible to a
larger audience and with smaller environmental footprint.

21
Our services:
Our first milestone was the creation of the most advanced e-bike and we did that with recently
launched Greyp G6, world’s first fully connected, smart e-bike. This vehicle is a new revenue
stream for us, but more importantly, development mule and showcase for services provided
through our IoT platform. The platform itself offers services that allow anyone to use or develop
various blockchain enabled applications on top of connected vehicles, paving the way to the
future of Economy of Things (EoT). Many of the services we develop use crypto-economic
incentive mechanisms to bring sustainable mobility closer to the general public.

Our partners:
We are proud to be backed by our current shareholders, globally known companies like
Porsche and Camel group. Since we believe that both connectivity & blockchain technology
are areas of the utmost importance for building the mobility of the future, we partnered with
some of the best companies in those two sectors – having T-mobile as our global connectivity
provider & Slock.it & Energy Web Foundation as partners on development of integrated
blockchain solutions.

Business model:
Following the footsteps of our sister company, Rimac Automobili, we base our business model
on three main pillars.
The first pillar is the development and manufacturing of e-bikes. E-bikes serve a purpose of a
profitable revenue stream, but equally important, development platform & marketing tool. The
other two pillars are based on technology developed for our e-bikes.
The second pillar is development and manufacturing of hardware components for e-bikes, such
as batteries, BMS and central intelligence module (an operating system running the bike itself).
All of these systems are modular and will be sold or licensed as B2B components to other
OEM manufacturers, with the primary purpose to create revenue, but also to scale adoption of
our technology that will then be connected through our IoT platform.
Third, and the most important pillar is our platform which combines various software solutions
and services developed by Greyp. At first, all of the applications built on top of our platform will
be developed in house. Down the road, any third party will have access to these services to
develop applications that interact with our vehicles or vehicles that are running on our
technology. We plan to have 1,5 million active users within 5 years and to use access to the
end customer to monetize that access.

22
Market trends:
There are several market trends that are shaping our business model like IoT, gaming,
blockchain, smart sharing and e-bike expansion. Growth pace of IoT market is staggering,
outperforming consumer electronics or automotive by tenfold. Basically, all of our devices are
becoming connected. Blockchain is becoming mainstream and even today, half of the
companies believe that blockchain will change the way they do business in the next 3 years.
This leads to the use of assets becoming smarter and more efficient. And the last wave that
we are riding on is the growth of the e-bike market. All growth predictions for the next couple
of years are in double digits, while just last year growth in Germany was 36%.

Financials
P&L ('000 €) 2019 2020 2021 2022 2023 2024
Revenue from e-bikes and
accesories 2,984 10,582 18,003 25,231 31,230 35,603
64 2,59 4,72 7,06 9,08 10,29
Number of bikes sold 2 0 3 6 1 4
Revenue from HW 1 2,8 16,7 36,9 52,1
systems - 98 80 42 20 33
9 5,6 13,9 26,6 46,6
Revenue from SW systems - 52 99 99 26 77
·································································
------------------------------------------
2,9 11,7 26,5 55,9 94,7 134,4
Total revenue 84 32 82 72 77 14
COGS 1,903 7,526 15,859 32,276 54,637 77,185
OPEX 1,866 3,661 5,861 8,304 11,278 14,546
EBITDA -785 545 4,862 15,392 28,862 42,683
EBITDA margin -26% 5% 18% 27% 30% 32%
73 11 15 19 24 287
Number of employees (year end) 1 2 1 6

List of all licenses, patents and agreements essential for the

business

Company has invested, and is investing further into trademark protection of its name and logo,
covering better part of the world market.

23
 No patents were filed until now. Company’s policy on intellectual property protection is that
the best protection is to be constantly ahead of the competition.

Litigation, administrative proceedings

The Issuer is not a party to any legal or arbitration litigation or administrative proceedings.

Exceptional events

At the time of publication of the Investment Memorandum the activity of the Issuer has not
been influenced by extraordinary events.

Issuer’s financial position

Detailed information about the Issuer’s historical financial position can be assessed through
the financial statements for the previous year attached as Appendix 2 and the financial
statements from two years prior attached as Appendix 3. Furthermore, future revenue
projections can be assessed through the business plan attached as Appendix 4.

24
Issuer’s investment objectives, allocation of
funds, encumbrances, shareholder loans and
further restrictions on use

Allocation of funds: The net proceeds from the distribution of the Equity Tokens
will be fully provided to the Issuer, who will use them for:

Working capital increase - 49%

Capex R&D - 31%
Capex Operations - 11%
Cost of capital raising - 9%
For details, reference is made to the budget attached to this
Investment Memorandum as Appendix 5.

Encumbrances: Company has no encumbrances and liens on any of its

assets.
Company has only issued debentures for leased cars to
leasing company and to forwarding agent in the total amount
of 202k€.

Legal and actual A legal or actual restriction relating to the business

restrictions on the business activity cannot be foreseen.
activity of the Issuer,
regulatory approval:

Shareholder loans: As at the date of publication of this Investment Memorandum,

the Issuer has the following outstanding shareholder loan
obligations:
There are no outstanding shareholder loan obligations.

Previously issued The following securities have been issued in relation to the
securities or investments: Issuer:
There are no securities issued by the company.

Information, explanations: Company has no knowledge of any third-party claims that can
have a negative impact on its business.

25
Conflicts of interest and With regard to the founding shareholders and shareholders
interdependence, at the time of publication of the Investment Memorandum, no
commissioning of conflicts of interest and / or links are apparent.
deliveries and services:

Warranty: No legal entity or company has assumed the warranty for the
repayment and interest on the offered investment.

26
Further information about the Nominee

Nominee serves only as a bridge between the existing legal framework and the blockchain
technology.

Nominee has a duty vis-à-vis investors to implement their indirect participation in the
shareholder resolutions of the Issuer via the Platform. In doing so it will always vote as it is
proposed on the Platform, which will always be guided by the proposal of the Issuer’s
management, unless more than half of the Equity Token holders, on the Platform registered
as such, have spoken out against it.

In addition, the Nominee has the obligation to pass-on to investors their profit distributions.
This obligation is fulfilled by the execution of the ETO Smart Contract which distributes the
profits via blockchain technology directly to the owners of Equity Tokens registered as such on
the Platform or in their wallets, without there being any intermediate ownership of the Nominee.

Remuneration of the SmartZero receives no remuneration for its activities.

Nominee:

Remuneration of the Krešimir Hlede receives no compensation for his/her

Managing Director: activities as managing director of SmartZero.

Investments: None

27
Appendix

Appendix 1: Articles of Association

Appendix 2: Profit and Loss Statement 2017

Appendix 3: Profit and Loss Statement 2018

Appendix 4: Business Plan and Financial Projections

28
 Appendix 1:
Articles of Association

29
 ARTICLES OF ASSOCIATION

relating to

Greyp Bikes d.o.o. za proizvodnju električnih dvokotača, a limited liability company duly organized
and existing under the laws of Croatia, with its registered office in Sveta Nedelja, Republic of Croatia,
Commercial court registry number (MBS): 080680892, personal identification number (OIB):
03627403593 (hereinafter referred to as: the ”Company“).

Article 1
Company name and seat

1.1 The Company name is: Greyp Bikes d.o.o. za proizvodnju električnih dvokotača.

1.2 The abbreviated Company name is: Greyp Bikes d.o.o.

1.3 The Company’s registered seat is in Sveta Nedelja (the City of Sveta Nedelja). The Shareholders’
Meeting shall decide on the change of the Company’s registered seat. The Company’s business
address within the Company’s registered seat shall be decided by the Company’s Management
Board (signature of the Management Board member(s) must be notarized).

1.4 The Company shall be established for an indefinite term.

Article 2
Company’s scope of activities

2.1 The Company’s scope of activities is as follows:

* design, construction, usage and disposal of constructions

* supervision in construction
* expert activities in spatial planning
* real estate activities
* agency activities relating to real estate
* affaires relating to real estate usage and maintenance
* renting of machinery and equipment in construction
* computer and affiliated activities
* market research and research of public opinion
* consulting activities in relation to management
* advertisement services
* purchase and sale of goods
* commercial agency services in domestic and foreign market
* Representation of foreign companies
* rent of navigable means of transportation
* rent of cars
* tourist services in nautical tourism
* tourist services in other forms of tourist activities
* other tourist services
* tourist activities that entail recreational or adventurous activities
* preparation of food and performing accommodation services and services of nourishment
* preparation of food for away consummation and food supply
* services of information society
* services of public road transportation of passengers and cargo in domestic and international traffic
* transport services
* performing investment works overseas and assignment of such works to foreign entities in Croatia
* publishing services
* manufacture of electrical two wheel vehicles
* manufacture of automobiles
* manufacture of bodies for motor vehicles
* manufacture of trailers, and semi-trailers
* manufacture of motorcycles
* manufacture of bicycles
* design and manufacture of power systems for electrical and hybrid automobiles
* manufacture of parts and accessories for motor vehicles and their motors
* manufacture and installation of metal structures and their parts
* manufacture of batteries, accumulators, chargers
* manufacture of metal products
* manufacture of machinery for production and usage of mechanical energy
* production of bio fuel

2
 * motor vehicles services
* trading, agency activities and representation on the energy market
* special environmental protection activities
* collection, recycling and/or disposal of waste, storage, burning and other means of waste disposal,
i.e. the activity of operating with special categories of waste
* agency in organization of recycling and/or disposal of waste in the name of third parties
* collection of waste for third parties
* transportation of waste for third parties
* recycling services
* manufacture, disposal and public distribution of audio visual works
* organization of exhibitions, presentations, seminars, congresses and games
* transportation for personal use
* manufacture, placing on the market and usage of chemicals

2.2 The Company may perform other activities which directly or indirectly serve the purpose of the
abovementioned activities.

Article 3

The Company may set up branch offices and representative offices, in Croatia or abroad.

Article 4
Shareholders, Share Capital and Shares

4.1 The shareholders of the Company are:

1. MATE RIMAC, Croatian citizen with residence in Konšćica, Konšćica 125/a, personal
identification number (OIB): 46803936949 (hereinafter referred to as: “Mate Rimac”);

2. NEW AUTOMOVILE DEVELOPMENT LLP, a company with registered seat and business
address at Two Snowhill, Birmingham, West Midlands, B4 6WR, UK, registered with the
Registrar of Companies for England and Wales under number OC390059, personal identification
number (OIB): 10477809664, (hereinafter referred to as: the “NAD”);

3. INTEGRATED ASSET MANAGEMENT (ASIA) LIMITED, a company incorporated in

the British Virgin Islands (company no. 176034) with registered office at Vistra Corporate

3
Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands and
business address at Room 1005, 10/F, Bank of East Asia Harbour View Centre, 56 Gloucester
Road, Wanchai, Hong Kong, personal identification number (OIB): 55401371974 (hereinafter
referred to as: the “IAMAL”);

4. CHINA DYNAMICS (HOLDINGS) LIMITED, a company incorporated in Bermuda with

limited liability and with registered office at Clarendon House, 2 Church Street, Hamilton HM 11,
Bermuda, and listed on the main board of the Stock Exchange of Hong Kong Limited with stock
code 476, personal identification number (OIB): 59175846323, (hereinafter referred to as: the
“CDHL”);

5. ADRIANO MUDRI an Austrian citizen with residence in 8786 Rottenmann, Villmannsdorf

51, Austria, personal identification number (OIB): 02855918231, (hereinafter referred to as: the
“Adriano Mudri”);

6. ZIAD TASSABEHJI a citizen of the Republic of Seychelles with residence in Cobham KT11
1HQ, UK, 89 St Andrews Gardens, personal identification number (OIB): 69061409625,
(hereinafter referred to as: “Ziad Tassabehji”);

7. CONSULTING GROUP LIMITED, a company incorporated under the laws of Hong Kong,
registered with the Companies Registry under number 1689507 and address Unit 2102, 21/F
Bayfield Building, 99 Hennessy Road, Wanchai, Hong Kong, personal identification number
(OIB): 62640261848 (hereinafter referred to as: the “CGL”);

8. ZVONIMIR SUČIĆ, Croatian citizen with residence in Zagreb, Kraljevec 85 A, personal

identification number (OIB): 45674192834 (hereinafter referred to as: “Zvonimir Sučić”);

9. Camel Group Co., Ltd. a company incorporated under the laws of the People’s Republic of
China, registered with the Xiangyang Administration for Industry and Commerce, Unified Social
Credit Code 91420600706893517D, with registered seat and business address at No.83 Wudang
Rd., Shihua Town, Gucheng, Hubei Province, People’s Republic of China, personal identification
number (OIB): 86748611558 (hereinafter referred to as: the “CAMEL”);

10. PORSCHE ENGINEERING GROUP GmbH, a company incorporated under the laws of
the Federal Republic of Germany, having its registered office at Porschestraße 911, 71287
Weissach, Germany, registered at Stuttgart local court under HRB 253003, Croatian personal

4
 identification number assigned by the Ministry of Finance, Tax Department (OIB): 14164157143,
(hereinafter referred to as: the “PORSCHE”).

(Mate Rimac, NAD, IAMAL, CDHL, Adriano Mudri, Ziad Tassabehji, CGL, Zvonimir Sučić,
CAMEL and PORSCHE hereinafter collectively referred to as: the “Shareholders”, and
individually as a “Shareholder”)

4.2 The Company’s share capital amounts to HRK 27,800.00 paid in full in money. The share capital
consists of thirteen shares as defined below.

4.3 A Shareholder’s share in the Company and shareholder rights arising out of such share are being
determined on the basis of nominal amount of the share, and the Shareholders acquire the
following shares:

1. Mate Rimac two shares, one share in the nominal amount of HRK 11,400.00 and the second
share in the nominal amount of HRK 300.00;

2. NAD two shares, each in the nominal amount of HRK 600,00;

3. IAMAL one share in the nominal amount of HRK 400.00;

4. CDHL one share in the nominal amount of HRK 2,000.00;

5. Adriano Mudri two shares, one share in the nominal amount of HRK 400.00 and the
second share in the amount of HRK 2,700.00

6. Ziad Tassabehji one share in the nominal amount of HRK 200.00;

7. CGL one share in the nominal amount of HRK 400,00;

8. Zvonimir Sučić one share in the nominal amount of HRK 1,000.00;

9. CAMEL one share in the nominal amount of HRK 4,800.00;

10. PORSCHE one share in the nominal amount of HRK 3,000.00.

5
4.4 Shares may be divided, transferred and otherwise disposed of by the Shareholders subject to the
Company’s approval to be given on behalf of the Company by the Management Board; provided,
however, that the Company’s approval shall be subject to the fulfilment of the conditions
prescribed by an agreement executed among all the Shareholders (“Shareholders’ Agreement”).
Any attempted transfer or disposal of shares in violation of the aforementioned conditions shall
not be valid and the Company will not permit any such transfer or disposal of shares to be
recorded on the Company’s book of shares.

Article 5
Issue of new shares in the Company

5.1 If the Company proposes to issue any new shares in the Company (“New Shares”), the Company
shall first offer the New Shares to the Shareholders on the following basis:

(a) the New Shares shall be offered to the Shareholders for subscription in proportion to their
respective shareholdings in the Company;

(b) the offer shall be made by notice to the Shareholders specifying (i) their proportional
entitlements of the New Shares, together with the details of the price and terms on which
such New Shares are to be offered and (ii) limiting a period, not being less than 15 days
nor more than 30 days, within which the offer, if not accepted, will be deemed to be
declined (“Offer Period”);

(c) Shareholders may subscribe for not less than their respective proportional entitlements
designated by the Company in the aforementioned notice;

5.2 After expiration of the Offer Period, any New Shares left unsubscribed shall be re-offered to those
Shareholders (“Participating Shareholders”) that accepted their proportional entitlements of the
New Shares in proportion to the shareholding interest of each Participating Shareholder in the
shareholding interest of all Participating Shareholders, and such further offer shall be made in like
terms in the same manner and limited by a like period as the original offer.

5.3 If any New Shares are not subscribed pursuant to articles 5.1 and 5.2, the Company may issue
such New Shares on no more favourable terms to any person; provided, however, that any such
subscriber of New Shares must execute a form provided by the Company pursuant to which such
subscriber agrees to be bound by the terms and conditions of the Shareholders’ Agreement.

6
 Article 6
Shareholders’ Meeting

6.1 The Shareholders shall exercise their voting rights at the Shareholders’ Meeting.

6.2 The regular Shareholders’ Meeting shall be convened at least once every business year.
Furthermore, the Shareholders’ Meeting shall be convened also when it is necessary to enact a
decision pursuant to the Articles of Association or when provided so by provisions of law, or upon
the request of the Management Board member or any Shareholder or when the convening of the
Shareholders’ Meeting is in the interest of the Company.

6.3 Shareholders’ Meetings shall be held at the Company’s business premises or at such other place
according to the decision of the Management Board.

6.4 The Shareholders’ Meeting shall not be held in case all Shareholders agree in writing of the
decision which needs to be delivered or in case they issue their consent to vote on such decision in
writing.

6.5 Shareholders’ Meeting is convened by written notice, including agenda of the meeting, issued by
the Management Board and sent via e-mail to the Shareholders’ addresses, provided by the
Shareholders for such purpose. The invitation for the Shareholders’ Meeting shall be deemed
delivered to the Shareholder on the first (1st) business day following the date of dispatch of the
invitation via e-mail. The invitation must be dispatched via e-mail at least 7 (seven) calendar days
prior to the date of Shareholders’ Meeting. In case all Shareholders agree, the Shareholders’
Meeting may be convened without following provisions referring to time and manner of
convening.

6.6 Shareholder may be represented on the Shareholder’s Meeting by a person authorised by a written
power of attorney.

7
 Article 7
Passing decisions

7.1 Shareholders' Meeting may validly pass decisions if Shareholders holding at least 10% of the total
voting rights in the Company are present at the meeting.

7.2 Each HRK 100 (one hundred) of nominal value of share entitles the Shareholder to 1 (one) vote at
the Shareholders’ Meeting. The total number of votes at the Shareholders’ Meeting is 278.
Abstained votes are deemed as not being exercised.

7.3 When voting, the Shareholders shall have the following number of votes:

1. Mate Rimac has 117 votes;

2. NAD has 12 votes;
3. IAMAL has 4 votes;
4. CDHL has 20 votes;
5. Adriano Mudri has 31 votes;
6. Ziad Tassabehji has 2 votes;
7. CGL has 4 votes;
8. Zvonimir Sučić has 10 votes;
9. CAMEL has 48 votes,
10. PORSCHE has 30 votes.

7.4 Unless otherwise provided by law or these Articles of Association, the decisions shall be passed at
the Shareholders' Meeting by the simple majority of the votes exercised.

Article 8
Management Board

8.1 The Company shall have a Management Board consisting of maximum 3 (three) members. So
long as Mate Rimac holds shares representing more than 50% of the total voting rights in the
Company, the Management Board members shall be appointed by and recalled by Mate Rimac
who will also have the right at the time of appointment of a Management Board member to decide
on such Management Board member’s powers of representation of the Company. If the
Management Board consists of one member, the sole member shall represent the Company
individually. If the Management Board shall consist of two members, one member shall be
appointed as the President of the Management Board with powers to represent the Company

8
 individually while the other Management Board member shall represent the Company either
jointly with the President of the Management Board or jointly with a proxy (if any) or
individually. If the Management Board shall consist of three members, one shall be the President
of the Management Board with powers to represent the Company individually while each of the
remaining two Management Board members shall represent the Company either individually, or
jointly with the President of the Management Board or with a proxy (if any), or such two
remaining Management Board members shall represent the Company jointly, or one of these two
Management Board members shall represent the Company individually and the other one jointly
with the President of the Management Board, other member of the Management Board or a proxy
(if any).

8.2 If Mate Rimac ceases to hold shares representing more than 50% of the total voting rights in the
Company, then the Shareholders at the Shareholders’ Meeting by the simple majority of the votes
cast will decide on the matters of appointment of any person to the Management Board and
removal and representation powers of any Management Board Member.

8.3 The Management Board manages the operations of the Company in accordance with Croatian law,
these Articles of Association, Shareholders Agreement and mandatory instructions passed at the
Shareholders' Meeting.

8.4 Proxy shall be granted and revoked by the special resolution of the Management Board of the
Company, in which the manner of representation of a proxy holder shall be specified.

Article 9
Supervisory Board

9.1 The Company has a Supervisory Board which shall comprise of 7 (seven) members.

9.2 Members of the Supervisory Board shall be elected and removed by the Shareholders' decision
passed at the Shareholders' Meeting.

9.3 Each member of the Supervisory Board shall hold office for a term of no more than 4 (four) years,
with the possibility of re-election.

9.4 The Supervisory Board shall supervise the management of the Company.

9
9.5 Supervisory Board members shall among themselves elect a chairman and a vice-chairman of the
Supervisory Board. Vice-chairman shall have the rights and obligations of the chairman only in
the case of absence or incapacity of the chairman.

9.6 Minutes of the Supervisory Board meetings shall be recorded and signed by the chairman or in
case of his absence or incapacity, by the vice-chairman. The Minutes shall include place and time
of the meeting, agenda, matters discussed and resolutions passed. Except where otherwise
prescribed by Croatian laws, all Supervisory Board meetings shall be conducted and all materials
prepared in English language with translation into Croatian language where requested by a
Supervisory Board member. The minutes of all meetings of the Supervisory Board shall be
prepared in both Croatian and English language. In the event of discrepancy between Croatian and
English version, the English version shall prevail.

9.7 Any Supervisory Board member who is absent from any Supervisory Board meeting may
authorize, by written power of attorney, an alternate to vote in his place at such Supervisory Board
meeting.

9.8 Chairman of the Supervisory Board may convene the Supervisory Board meeting upon the request
of any Supervisory Board or Management Board member stating the reason and purpose of
convening the meeting. If the meeting is not convened upon such request, Supervisory Board or
Management Board member may convene the Supervisory Board meeting himself, stating the
reasons for convening and the agenda. The Supervisory Board meeting shall be held within 15
days from the date it was convened.

9.9 The quorum for transacting business at any meeting of the Supervisory Board shall be a simple
majority of the Supervisory Board. If a quorum is not present within thirty (30) minutes from the
time when the Supervisory Board meeting should have begun, or if during a meeting there ceases
to be a quorum, the Supervisory Board meeting shall be adjourned for 5 (five) Business Days.

9.10 Matters for decision by the Supervisory Board shall be decided by simple majority vote. A
member shall be regarded as present at a Supervisory Board meeting if he is attending by
telephone or by other means of electronic communication (e.g.: Skype, face time, video call, etc.),
provided that all participating members are able to hear and address each of the other participating
Supervisory Board members.

10
 Article 10
Additional obligations

Shareholders may pass at the Shareholders' Meeting a decision stating that additional payments
shall be made to the Company (such as additional obligations) or that any other obligation which
has certain value shall be fulfilled, and which shall not be regarded as the increase of the share
capital of the Company.

Article 11
Publications

The Company shall publish its notifications in accordance with article 174. of the Companies Act.
Summons to the Shareholders’ Meeting and all other notifications and summons that are not
required under Croatian laws to be published pursuant to article 174. of the Companies Act shall
be delivered to the Shareholders of the Company by email in the manner as set out in article 6
paragraph 5 of these Articles.

Article 12
Settlement of disputes

12.1 The substantive law to be applied shall be the law of the Republic of Croatia.

12.2 Unless there is an exclusive jurisdiction of the Croatian Commercial Court of Zagreb all disputes
arising out of or relating to these Articles of Association, including such relating to its breach,
termination or invalidity, and any legal consequence thereof shall be finally settled by arbitration
in accordance with the Rules of Arbitration of the Permanent Arbitration Court at the Croatian
Chamber of Economy in force (the Zagreb Rules). The number of arbitrators shall be three. The
substantive law of the Republic of Croatia shall be applicable. The language to be used in the
arbitral proceedings shall be English. The place of arbitration shall be at the seat of the Permanent
Arbitration Court. Each party to a dispute shall appoint one member/arbitrator. The
members/arbitrators so appointed shall select the third member/arbitrator who will be the
president of the chamber. If the plaintiff does not appoint a member/arbitrator of the chamber
within the period of 15 days after the plaintiff has been invited to do so, or if the respondent does
not appoint a member/arbitrator of the chamber within the period of 15 days after the respondent

11
 has been invited to do so, the members of the chamber shall be appointed by the President of the
Permanent Arbitration Court. If the two members of the chamber appointed pursuant to the
previous sentence cannot agree about the third member of the chamber within the period of 30
days from the appointment of the member of the chamber who was appointed later, the third
member of the chamber shall be appointed by the President of the Permanent Arbitration Court.
Each party to these Articles of Association acknowledges that the award of the arbitrator will be
final and conclusive and there will be no appeal. Notwithstanding the aforementioned, the parties
will be entitled to challenge the award due to the reasons referred to in article 36 paragraph 2 of
the Law on Arbitration. Furthermore, the award can also be challenged should the challenging
Party learn new facts, or be able to use new evidence on grounds of which a more favourable
award for the party could have been rendered, if these facts or evidence had been used prior to the
conclusion of the hearings which preceded the challenged award. This reason can be stated only if
the claimant could not have presented these circumstances in the arbitration proceedings through
no fault of his own.

Article 13
Severability

13.1 Notwithstanding that any provision of these Articles of Association may prove to be illegal or
unenforceable the remaining provisions of these Articles of Association shall continue in full force
and effect.

13.2 If any of the provisions of these Articles of Association shall be declared null and void, such
provision shall immediately be replaced by another provision to be agreed upon by the Parties,
valid in form and substance and which shall, in a legally correct manner, accomplish as nearly as
possible the purpose of the null or void provision with regard to the interests of the Shareholders
at the time of signing of these Articles of Association.

Article 14
Final Provision

These Articles of Association shall become effective on the day of registering it with the court
registry of the Commercial Court in Zagreb.

***

12
 Appendix 2:
Profit and Loss Statement
2017
 RACUN DOBITr I GUBITKA Obrazac
za razdoblje 01.01.2017 . do 31.12.2017 . POD-ROG

Obvez nik: 03627403593; GREYP BIKES d.o.o.

I. POSLOVNI PRIHODI (AOP 126 do 130) 125 3.706 .806 3 589.043

1. Prihodi od prodaje s poduzetnici ma unutar gr upe 126
2. Prihodi od prod aje (izvan grupe) 127 3 467 952 3.494 .522
3 Prihodi na teme lju upotre be vlastitih proizvoda, robe i usluga 128 23.274
4 Ostali poslovni prihodi s poduzetn icima unutar grupe 129
5. Ostali poslovni prihodi (iz.van grupe) 130 238.854 71 247
11. POSLOVNI RASfiODI (AOP 132+133+137+.141+142+143+146+153) 131 4 964 853 6 707 249
1. Promje~ rijednost ~zal)ha proizvodnje u tijeku i gotovih proizvoda 132 -802.285 121.908
2. Materijaln i tro~kovi (AOP 134 do 136) 133 3.656 504 3.747.525
a) Troskovi sirovina i materija/a 134 2,275 292 2.163.353
b) Troskovi prodane robe 135 53.739 33.672
c) Ostal i vanjski troskovi 1.327 .473 1.550,500
3. Troskovi osoblja (AOP 138 do 140)
136
137
-- ~---
1 550.810 1.596 .017
a) Neto pla6e i nadnice 138 959 .662 1.042.312
b) Troskovi poreza i doprfnosa iz placa 139 410 .114
- ---- 399.095

4 Amortizaci ____
_......:.., j a

5. Ostal i troskov i
_
c) Doprfnosi na place 140
141
142
181 034
20.167
154.610
16.247
____ 5;_2.;.
8·_8_
;_
784-- -~- 415 ,830
6. Vrijednosna uskladenja (AOP 144+145) 143 0 126.419
a) dugotrajne imovine osim financijske imovine
---------~
b) kratkotrajne imovine osim financijske imovine
= 144
145 126.419
7. Rezerviranj a (AOP 147 do 152) 146 o 0
a) Rezerviranja za mirovine , otpremnine i slicne obveze 147
b) Rezerviranja za porezne obveze 148
c) Rezerviranja za zapotete sudske sporove 149
d) Rezerviranja za troskove obnavljanja prfrodnih bogatstava 150
e) Rezerviranja za troskove u jamstvenim rokovima 151
f) Druga rezerviranja 152
8. Ostali poslovni rashod i 153 10.779 683 303
Ill . FINANC IJSKI PRIHODI (AOP 155 do 164) 154 11.700 21.938
1. Prihodi od ulaganja u udjele (dionice) poduzetnika unutar grupe 155
2. Prihodi od ulaganja u udjele (dionice) drus tava povezanih
sudjelujucim interesima 156
3. Pnhodl o d ostalih dugotrajn ihfi nancijskih ulaganja I zajmova
poduzetn icima unutar grupe__ _ 157
4 . Ostali prihodi s osnove kamata iz odnosa s poduzetnicima unutar grupe 158
5. Tecajne razlike iostaif'"fin ancijski prihodi iz odnosa s
poduzetn icima unutar g~ _ 159

6. Prihodi od ostal ih dugotrajn ih financijskih ulaganja i zajmova 160

7. Ostali prihod i s osnove kamata 161
-
__
8. Te~jne razlike i ostali financijski prihodi
.....:, ......
.:.......,,... .,.-...,..--~
~------ 162
54
11.646
164
21.774
9. Nerealizirani dob ici (prihodi ) od financijske imovine 163
10 Osta li financ ijski prihodi
IV. FINANCIJSKI RASHODI (AOP 166 do 172) _________
_.:.,

1. Rashodi s osnove kamata i slic'.:nirashodi s poduzetnicima unutar grupe

164
165
166
190 770 248.282

2. Tec'.:ajnerazlike i drug i rashod i s poduzetnicima unutar grupe 167

3. Rashodi s osnove kamata i slic'.:n
i rashodi 156.8161 155.382!
4. Tecajne razlike i drug i rashodi 169 33.954, 92.900
5. Nerealizirani gubici (rashod i) od financijske imovine
6. Vrijednosna usk ladenja financijske imovine
7. Ostali financijski rashodi
_______
(neto)
_..;._..;._ _ 170
171
172
V. UDIO U DOBITI 00 ORUSTAVA POVEZANIH SUDJELUJUCIM
INTERESOM 173
VI . UDIO U DOBITI OD ZAJEDNICKIH POTHVATA 174
VII. UDIO U GUBITKU OD DRUSTAVA POVEZANIH SUDJELUJUCIM
INTERESOM 175
VIII. UDIO U GUBITKU OD ZAJEDNICKIH POTHVATA 176
IX. UKUPNI PRIHODI (AOP 125+154+173 + 174) 177 3 7 18 506 3 610 981
X. UKUPNI RASHODI (AOP 131+ 165+175 + 176) 178 5 155 623 6 955 531
XI. DOBIT Ill GUBITAK PRIJE OPOREZIVANJA (AOP 177-178) 179 -1 437117 -3 344 550
1 Dobit prije oporez ivanja (AO P 177-178) 180 0 0
2 Gubitak prij e opo rezivanja (AOP 17 8-177 ) 181 1437117 3 344 550
XII. POREZ NA DOBIT 182 -329 663 -600,890
XIII. DOBIT Ill GUBITAK RAZDOBLJA (AOP 179-182) 183 - 1 107 454 -2 743 660
1 Dobit razdob lja (A OP 179-1 82 ) 184 0 0
2 . Gubitak razdob lja (AOP 182-179) 185 1 107 454 2 743 .660
PREKINUTO POSLOVANJE (popunjava poduzetnik obveznika MSFl-a samo ako ima prekinuto poslovanje)
XIV. DOBIT Ill GUBITAK PREKINUTOG POSLOVANJA PRIJE
OPOREZIVANJA (AO P 187-188) 186 0 0
1 Dobit prekinut o g pos lovanj a prije oporez ivanja 187
2. Gubitak prekinutog poslovanja pr ije oporezivanj a 188
xv. POREZ NA DOBIT PREKINUTOG POSLOVANJA
-------·~----- I

189
1. Dobit prekin utog pos lovanja za raz doblje (AOP 166-189) 190 0 0
2. Gubitak prekinutog pos lovanja za razdoblje (AOP 169-186) 191 0 0
UKUPNO POSLOVANJE (popunjava samo poduzetnik obveznik MSFl-a koji ima preklnuto poslovanje)
XVI. DOBIT ILi GUBITAK PRIJE OPOREZIVANJA (AOP 179+186) ____ 192 0 0
1. Dobit pr ije oporezivanja (AOP 192 ) 193 0 0
2. Gubita k prije oporezivan j a (AOP 192) 1$4 0 0
XVII . POREZ NA DOBIT (AOP 182+189) 195 0 0
XVIII. DOBIT ILi GUBITAK RAZDOBLJA (AOP 192-195) 196 0 0
1 . Dob it razdoblja (A O P 192- 195) 197 0 _____ o
2 G ubitak razdoblja (AOP 195- 192) 198 0 0
DODATAK RDG-u (popunjava poduzetnlk koJIsntavlja konsolidlranl godlinjl financljakl lzvjeitaj)
XIX, DOBIT ILi GUBITAK RAZDOBLJA (AOP 200 +201) 199
____ o ------ 01
1. Pripisana imateljima kapltala mati ce 200
2. Pripisana manjinskom (nekontrollrajucem) interesu 201
IZVJE~TAJ O OSTALOJ SVEOBUHVATNOJ DOBITI (popunjava poduzetnlk obveznik prlmjene MSFl-a)
I. DOBIT ILi GUBITAK RAZDOBLJA 202
--------
11.OSTALA SVEOBUHVATNA DOBIT/GUBITAK PRIJE POREZA
(AO P 204 do 21 1) 203 0 0
1. Tecaj ne razlike iz preracuna inoze mn og poslovanja 204
2. Promjene revalorizacijski h rezerv i dugotrajne materijalne i
nematerijalne imovine
3. Dob it iii gubitak s osnove naknadnog vred novanja financijske
imov ine raspolozive .za prodaju
205

206
-
4 . Dobit iii gubitak s osnove ucinkovite zastite novcanih tokova 207
5. Dobit iii gubitak s osnove ucinkovite zastit e neto ulaganja u inozemstvu 208
6 . Udio u ostaloj sveob uhvatnoj dobiti/gubitku drustava povezan ih
sudjelujucim interesom 209

7. Aktuarski dobic i/gubici po plano vima definiran ih primanja 210

8 Ostale nevlasnicke promjene kap itala 211
Ill . POREZ NA OSTALU SVEOBUHVATNU DOBIT RAZDOBL JA 212
IV. NETO OST ALA SVEOBUHVATNA DOBIT ILi GUBITAK (AOP 203-212) 213 0 0
V . SVEOBUHVATNA DOBIT Ill GUBITAK RAZDOBLJA (AOP 202+213) 214 0 0
OODATAK lzvjestaju o ostaloj sveobuhvatnoj dobiti (popunjava poduzetnik koji sastavlja konsolid irani izvjritaj)
VI. SVEOBUHVATNA DOB IT ILi GUBITAK RAZOOBLJA (AOP 216+217) 215 0
1. Pripi sana imat eljima kapitala mali ce 216
2. Pripi sana manjin skom (nekontroliraju cem) int eresu 217
 Appendix 3:
Profit and Loss Statement
2018
 RACUN DOBITI I GUBITKA Obrazac
za razdoblje 01.01.2018. do 31.12.2018 . POD-ROG

Obveznlk :

Nazi11,pozicije• Tekuca ,godina

aznaka l biljeske ,

125 3.589 .043 3.189 .9 14

126

--~ 127
128
3.494 .522
23.274
2 .960 .758
134.106
129
130
131
132
-
133
134
135
136
137
138
139
140
141
142
143
144
-- ---
145
146
-- --
147
148
c) RezeNiranja za zapocete sudske sporove 149
d) Rezerviranja za troskove obnavljanja prirodnih bogatstava 150
e) Rezerviranja za troskove u jamstvenim rokovima 151
f) Druga rezerviranja
8. Ostali poslovni rashodi
152
153 -- --- 683.303 56 .133
Ill. FINANCIJSKI PRIHODI (AOP 155 do 164 ) 154 21.938 28 .323
1. Prihodi od ulaganja u udjele (dionice) poduzetnika unutar grupe 155
2. Prihodi od ulaganja u udjele (dionice) drustava povezan ih
sudjelujucim interesima 156

__
poduzetnicima unutar _,._ _____
....._
grupe ____________
3. Prihodi od ostalih dugotrajnih financijskih ulaganja i zajmova
_.,_
4 . Ostali prihodi s osnove kamata iz odnosa s poduzetnicima unutar grupe
157
158
5. Te~jne razlike i ostali financijski prihodi iz odnosa s
poduzetnicima unutar grupe
159
6 . Prihodi od ostalih dugotrajnih financijskih ulaganja i zajmova 160
7. Ostali prihodi s osnove kamata 161
----- -l
164 1.576
8. Te~j ne razlike i ostali financ1jski prihodi 162 21.774 26 .747
9. Nerealiz irani dobici (prihod i) od financijske imovine 163
10. Ostali financ ijski prihodi 164
IV. FINANCIJSKI RASHODI (AOP 166 do 172) 165 248.282 433 .242
1. Rashodi s osnove kamata i slicni rashodi s poduzetnicima unutar grupe 166
2 . Tecajne razlike i drugi rashodi s poduzetnicima unutar grupe 167
3. Rashodi s osnove kamata i slicn i rashodi 168 155 .382 326 .605
4 . Te~j ne razlike i drugi rashodi 169 92.900 104.404
5. Nerealiz iran, gubici (rashodi) od financijske imovine 170
6 . Vrijednosna uskladenja financijske imovine (neto) 171
7 . Ostali financijski rashodi 172 2.233
 V. UDIO U DOBITI OD DRUSTAVA POVEZANIH SUDJELUJUCIM
.
173
INTERESOM
-- ,.,_
,_
VI. UDIO UD OBIT IO O ZAJEONI CKIH P0THVATA
VII. UDIO U GUBITKU OD DRU STAVA POVEZANIH SUDJELUJU CIM
- 174
-- -
IX.
INTERESOM
VIII . UDIO U GUBITKU OD ZAJEDNICKIH POTHVATA
-- --
UKUPNI PRIHODI (A0P 125+154+173 + 174)
- '
175
176
=

3 610 .981
,~

x.""lJ KUPNI RASHODI (A0 P 131+ 165+175 + 176)

-- 177
178
- --
,_
-
6.955 .531
3.218.237
11.945 .591
XI. DOBIT ILi GUBITAK PRIJE OPOREZIVANJA (A0P 177- 178)
1. 0obit prije oporezivanja (A0P 177-178 )
2. Gubitak prije oporezivanja (A0P 178-177)
I - 179
180
181
-- - ,_
-3.344 550

3.344 .550
0
-8_._727
.354

8.727 .354
0

-
XII . POREZ NA DOBIT
XIII, DOBIT ILi GUBITAK RAZDOBLJA (A0P 179-182)
1. Dobit razdoblja (A0P 179-182)
'
- 182
183
-600 .890
-2 .743 .660
-1 .014.941
-7.712 .413
184 0 0
- 2 . Gubitak razdoblja (A0P 182-179) 185
- - -
2 .743 .660 7.712 .413
PREICNITO POSLOVAN.E~ poduzalnlll...... M8fl-e WIIO.,
Ima pNldnulo ~ ... ,
-

XIV . DOBIT ILi GUBITAK PREKINUTOG POSLOVANJA PRIJE

I 186 0 0
OPOREZIVANJA (A0 P 187-188)
1. 0obit prekinutog poslovanja prije oporezivanja 187
2. Gubitak prekinutog pos lovanja prije oporezivanja 188
XV . POREZ NA DOBIT PREKINUTOG POSLOVANJA 189
--
1. Dobit prekinutog poslovanja za razdoblje (A0P 186-189 ) 190 0 0
2. Gubitak prekinutog poslovanja za razdoblje (A0P 189-186) ' 191 0 0
UICUPNOPOILOVANJE~-pa+
,_ lirllLol-w-- ....... lrajl .... praldnulo p ....
- 192 '"
.,.,
-0 -
0
1. Dobil prije oporezivanja (A0P 192) 193 0 0
2. Gubitak prije oporezivanja (A0P 192) 194 0 0
195 0 0
,_ 196 0 0
1. 0o bit razdoblja (A0P 192-195) 197 0 0
-
2. Gubitak razdoblja (A0P 195-192) 198 0 0
RDG-u(pope■ .. .,. pad
DODATAK I 4 ... 11111ta ........... gcdlarll II• JI-Pil IDpltcl
XPX.DOBIT LI GUBITAK RAZDOBLJA (A0P 200+201)
1. Pripisana lmateljlma kapitala matice
2. Pripisana manjlnskom (11ekontrolirajucem) interesu
199
200
201
- 0 - 0

IZVJEITAJ O OSTALOJSVEOIIUHVATNOJD08ffl ~ poduatnl'c obw9lrdkprlmjlne MSFl-e)

I. DOBIT ILi GUBITAK RAZDOBLJA 202
II. OST ALA SVEOBUHVATNA DOBIT/GUBITAK PRIJE POREZA
-
(A0P 204 do 211)
203 0 0

1. Tecajne razlike iz preracuna inozemnog poslovanja 204

2. Promjene revalorizacijsk ih rezervi dugotrajne mater ijalne i
nematerijalne imovine
205
-
3. Dobit iii gubitak s osnove naknadnog vrednovanja fin ancij ske
206
-
imovine raspolozive za prodaju
4. Dobit iii gubitak s osnove ucinkovite zastite novcanih tokova 207
5. Dobit iii gubitak s osnove ucinkovite zastite neto ulaganja u inozemstvu 208
6. Udio u ostaloj sveobuhvatnoj dobiti/gubi tku drustava povezanih
-
sudjelujucim interesom
209
-
7. Aktua rski dobicl/gubici po planov ima definira nih primanja 210
8 . 0stale nevlasnicke promjene kapitala 211
Ill. POREZ NA OSTALU SVEOBUHVATNU DOBIT RAZDOBLJA
-

212 - -
IV. NETO OSTALA SVEOBUHVATNA DOBIT ILi GUBITAK (A0P 203-212 ) 213 0 0
V. SVEOBUHVATNA D0BIT ILi GUBITAK RAZDOBLJA (A0P 202+213) 214 0 0
DODATAK
tnjllllpl o oetlloj awolluhlllllnaj,dc,bll _.........,. podlaalnll lrajl u1ll..■ja ,__..ail lnj11111)
VI . SVEOBUHVATNA D0BIT ILi GUBITAK RAZDOBUA (A0P 216+217) ,_ 215 0 0
0.-
1. Prip isa na lmat eljlma kapltala matlce
- -
216 I
- - _

2. Pripisana manjln sko m (nekontroHrajucem) inten,su

---
217 I
Appendix 4: Business Plan and Financial Projections

P&L ('000 €) 2019 2020 2021 2022 2023 2024

Revenues from e-bikes and accesories 2,984 10,582 18,003 25,231 31,230 35,603
Number of bikes sold 642 2,590 4,723 7,066 9,081 10,294

Revenue from HW systems - 198 2,880 16,742 36,920 52,133

Revenue from SW systems - 952 5,699 13,999 26,626 46,677
················································································································
- ----------------------------------------------------------------~
Total revenue 2,984 11,732 26,582 55,972 94,777 134,414
COGS 1,903 7,526 15,859 32,276 54,637 77,185
OPEX 1,866 3,661 5,861 8,304 11,278 14,546
EBITDA -785 545 4,862 15,392 28,862 42,683
EBITDA margin -26% 5% 18% 27% 30% 32%
Number of employees (year end) 73 111 152 191 246 287
Appendix 4: Business Plan and Financial Projections

TOTAL %
Use of proceeds (2019-2021) (2019-2021)

CAPEX - production 1,176,555 8.2%

CAPEX - R&D 1,123,796 7.8%
CAPEX - Operations, marketing, & sales 230,300 1.6%
CAPEX - R&D Salaries 4,390,037 30.5%
CAPEX - external costs 389,000 2.7%
Working capital increase 7,097,987 49.3%
TOTAL 14,407,675 100.0%

Use of proceeds
□ CAPEX- product on

Q CAPEX- R&D

□ CAPEX- Operat ons, marketng, &

saies
9.3% IJ CAPEX- R&D Sa cr-·es

□ CAPEX- extema costs

30 .5%

□ Workng cap a ·ncrease

I I
2.7%