IMPORTANT NOTICE - YOU MUST READ THE FOLLOWING BEFORE CONTINUING
• The following applies to this document, the oral presentation of the information in this document by 2MX-ORGANIC or and any question-and-answer session that follows the oral presentation (collectively, the “Presentation”).
• We remind you that you have agreed, prior to being granted access to this Presentation, that: (i) you will not disclose the Presentation and the information contained herein to anyone within your firm (other than and subject to the restrictions you have agreed to when your firm was initially contacted) or outside your firm, and (ii) these restrictions will apply to your entire firm.
• By attending the oral presentation or accepting this Presentation, you further agree to be bound by the following limitations and qualifications. Failure to comply with these may constitute a violation of applicable securities laws.
• This Presentation is delivered to you on the basis of your compliance with the legal and regulatory obligations to which you are subject.
• This Presentation is strictly private and confidential and is for information purposes only. The contents of this Presentation may not be copied, distributed, published or reproduced in whole or in part, or disclosed or distributed (whether internally or externally to your firm) to any other person. The Presentation is to be used by the intended recipients only and the Presentation may not be forwarded to a third party.
• This Presentation is made available on a confidential basis, to a limited number of recipients solely for the purposes of preliminary discussions regarding a potential private placement reserved to qualified investors inside and outside of France to be effected through the issuance by X2M of preferred shares and warrants attached to such preferred shares (actions de préférence stipulées rachetables assorties de bons de souscription d’actions ordinaires de la société rachetables) (the “Securities”) and the contemplated listing of such Securities on the Professional Segment (Compartiment Professionnel) of the regulated market of Euronext Paris (the “Potential Transaction”).
• In this context, 2MX-ORGANIC will make available a listing prospectus prepared in accordance with the provisions of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (as amended, the “Prospectus Regulation”), that will be subject to the approval of the French Autorité des marchés financiers (the “AMF”). The prospectus will include a detailed description of the Potential Transaction, including risk factors related to an investment in 2MX-ORGANIC Securities. Recipients should read the prospectus that will be approved by the AMF. Any investment decision may only be made on the basis of such prospectus. The prospectus will be available on the AMF’s website at www.amf-france.org and on 2MX-ORGANIC’s website. In particular, the prospectus will contain a detailed discussion of the main risk factors relating to an investment in 2MX-ORGANIC Securities.
• Neither the Presentation, nor any part of it nor anything contained or referred to in it, nor the fact of its distribution, should form the basis of or be relied on in connection with or act as an inducement in relation to a decision to purchase or subscribe for or enter into any contract or make any other commitment whatsoever in relation to any such Securities. Details included in this Presentation are subject to updating, revision, further verification and amendment and refer to events as having occurred which have not occurred at the date of this Presentation but which are expected to happen in the future.
• The information contained herein has not been independently verified. While all reasonable care has been taken to ensure the information stated herein is accurate and that the opinions contained herein are fair and reasonable, this Presentation is selective in nature and is intended to provide an introduction to the Potential Transaction. Where any information or statistics are quoted from any external source, such information or statistics should not be interpreted as having been adopted or endorsed as being accurate.
• The market data and certain industry forecasts included in this Presentation were obtained from internal surveys, estimates, reports and studies, where appropriate, as well as external market research, publicly available information and industry publications. 2MX-ORGANIC, Deutsche Bank AG, Société Générale or any of their respective affiliates, shareholders, directors, officers, advisors, employees and representative have not independently verified the accuracy of any such market data and industry forecasts and make no representations or warranties in relation thereto. Such data and forecasts are included herein for information purposes only.
•No reliance may be placed for any purpose whatsoever on the information or opinions contained in the Presentation or on its completeness, accuracy or fairness. No representation, warranty or undertaking, express or implied, is made as to the accuracy or completeness of the information or opinions contained in this Presentation and no liability whatsoever (in negligence or otherwise) is accepted for any loss howsoever arising, directly or indirectly, from any use of such information or opinions or otherwise arising in connection therewith. In particular, no representation or warranty is given as to the achievement or reasonableness of, and no reliance should be placed on any projections, targets, estimates or forecasts contained in this Presentation and nothing in this Presentation is or should be relied on as a promise or representation as to the future. Recipients should not treat the contents of this Presentation as advice relating to legal, taxation or investment matters, and are to make their own assessments concerning these and the other consequences of the various investments, including the merits of any investment and the relevant risks. This Presentation does not constitute investment advice as defined in paragraph 1(4) of Article 4 of the European Directive n°2014/65/EU of May 15, 2014 on markets in financial instruments ("MIFID"). Products and services that may be referenced in this Presentation may be provided through one or more affiliates of Deutsche Bank AG or Société Générale and may not be available in all jurisdictions.
• All features in this Presentation are current at the time of publication but may be subject to change in the future without notice. Certain statements in this Presentation constitute forward-looking statements. Forward-looking statements concern future events and results, and in some cases may be identified by the words “believes”,“expects”,“forecasts”,“projects”,“plans”,“estimates”,“anticipates”,“targets” and similar expressions. By their nature, forward-looking statements involve known and unknown risks, uncertainties and assumptions that could cause actual results, performance and the timing of events to differ materially from those expressed or implied by the forward-looking statements. These risks and uncertainties include those discussed or identified in the prospectus, which will be submitted to the approval of the AMF. Recipients should not place undue reliance on forward-looking statements. Statements contained in these materials and made during the related Presentation regarding past events or performance should not be taken as a guarantee of future events or performance. 2MX-ORGANIC has no obligation to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.
• This Presentation does not constitute or form, in whole or in part, an offer to purchase or solicitation of an offer to purchase or subscribe for Securities or financial instruments or any advice or recommendation with respect to such Securities or other financial instruments in the United States, France or any other jurisdiction. This Presentation, and the information contained herein, is not for viewing, release, distribution or publication into or in the United States or for the account or benefit of, U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”)) or any other jurisdiction where applicable laws prohibit its release, distribution or publication.
• In France, this Presentation may only be communicated to qualified investors, as defined in article 2 point (e) of the Prospectus Regulation, and in accordance with, Article L.411-2 of the French monetary and financial code (Code monétaire et financier).
• The Securities described herein have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States. Consequently, the Securities may not be offered, sold or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act and in compliance with any relevant state securities laws. No public offering of the Securities is being made in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws.
• This Presentation is made to and directed only at persons in Member States of the European Economic Area who are “qualified investors” as defined in article 2 point (e) of the Prospectus Regulation (“Qualified Investors”).
• This Presentation is not being made, and this Presentation has not been approved, by an authorized person for the purpose of section 21 of the Financial Services and Market Act, as amended (the “FSMA”). Accordingly, in the United Kingdom, this Presentation may only be communicated or caused to be communicated to, and, accordingly, is being presented only to and is directed only at Qualified Investors who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth bodies corporate, falling within Article 49(2)(a) to (d) of the Order, and other persons to whom it may lawfully be communicated by virtue of an exemption to section 21 of the FSMA or otherwise in circumstances where it does not apply (all such persons being referred to as «relevant persons»).
• Deutsche Bank AG, being authorized by the Prudential Regulation Authority (PRA) and regulated by the Financial Conduct Authority (FCA) and the PRA in the United Kingdom, and Société Générale, being a French credit institution (bank), authorised and supervised by the European Central Bank (ECB) and the Autorité de Contrôle Prudentiel et de Résolution (ACPR) (the French Prudential Control and Resolution Authority) and regulated by the Autorité des marchés financiers in France and authorized by the PRA and subject to limited regulation by the FCA and the PRA in the United Kingdom, are acting for 2MX-ORGANIC and no one else in connection with the distribution of this Presentation and will not be responsible to anyone other than 2MX-ORGANIC for providing the protections afforded to clients of Deutsche Bank AG or Société Générale, or for giving advice in connection with the Potential Transaction or any matter referred to herein.