Polestar Investor Presentation

The risks presented below are some of the general risks related to the Company, GGI and the combined company following the consummation of the proposed Business Combination. The list below is not exhaustive and is qualified in its entirety by disclosures contained in future regulatory filings by the Polestar Automotive Holding UK Limited ("ListCo") or GGI. These risks speak only as of the date hereof and neither the Company, ListCo nor GGI make any commitment to update such disclosure. The risks highlighted in future regulatory filings may differ significantly from and will be more extensive than those presented below. Risks Related to the Company's Business and Industry • • The Company's operations rely heavily on a variety of agreements with its strategic partners Volvo Car AB (publ) and Geely Holding Group Co., Ltd., including agreements related to research and development, purchasing, manufacturing engineering and logistics, and the Company may come to rely on other original equipment manufacturers, vendors and technology providers. The inability of the Company to maintain agreements or partnerships with its existing strategic partners or to enter into new agreements or partnerships could have a material and adverse effect on the Company's ability to operate as a standalone business, produce vehicles, reach its development and production targets or focus efforts on its core areas of differentiation. The Company's ability to produce vehicles and its future growth depend upon its ability to maintain relationships with its existing suppliers and strategic partners, and source new suppliers for its critical components, and to complete building out its supply chain, while effectively managing the risks due to such relationships. The Company is dependent on its strategic partners and suppliers, some of which are single-source suppliers, and the inability of these strategic partners and suppliers to deliver necessary components of the Company's products on schedule and at prices, quality levels and volumes acceptable to the Company, or the Company's inability to efficiently manage these components, could have a material and adverse effect on the Company's results of operations and financial condition. The Company may not be able to accurately estimate the supply and demand for its vehicles, which could result in inefficiencies in its business, hinder its ability to generate revenue and create delays in the production of its vehicles. If the Company fails to accurately predict its manufacturing requirements, the Company incurs the risk of having to pay for production capacities that it reserved but will not be able to use or that the Company will not be able to secure sufficient additional production capacities at reasonable costs in case product demand exceeds expectations. The Company may be unable to grow its global product sales, delivery capabilities and its servicing and vehicle charging partnerships, or the Company may be unable to accurately project and effectively manage its growth. If the Company is unable to expand its charging network and servicing capabilities, customer's perception of the Company could be negatively affected, which could materially and adversely affect the Company's business, financial condition, results of operations and prospects. The Company relies on its partnerships with vehicle charging networks to provide charging solutions for its vehicles. The Company relies on its strategic partners for servicing its vehicles and their integrated software. If the Company or its strategic partners are unable to adequately address the service requirements of its customers, the Company's business, prospects, financial condition and results of operations may be materially and adversely affected. The Company has experienced and may in the future experience significant delays in the design, development, manufacture, launch and financing of its vehicles, which could harm its business and prospects. The Company has incurred net losses each year since its inception and expects to incur increasing expenses and substantial losses for the foreseeable future. The Company's independent registered public accounting firm has included an explanatory paragraph relating to Polestar's ability to continue as a going concern in its report on Polestar's audited consolidated financial statements included in the Registration Statement/Proxy Statement. Increases in costs, disruption of supply or shortage of materials, in particular for lithium-ion cells or semiconductors, could harm the Company's business. The Company will need to maintain and significantly grow its access to battery cells, including through the development and manufacture of its own cells, and control its related costs. The Company relies on its partners to manufacture vehicles and the Company's partners have limited experience in producing electric vehicles. Further, the Company relies on sufficient production capacity being available and/or allocated to it by its partners in order to manufacture its vehicles. Delays in the timing of expected business milestones and commercial launches, including the Company's ability to mass produce its electric vehicles and/or complete and/or expand its manufacturing capabilities, could materially and adversely affect the Company's business, financial condition, results of operations and prospects. The Company relies heavily on manufacturing facilities based in China and its growth strategy will depend on growing its business in China. This subjects the Company to economic, operational, regulatory and legal risks specific to China. The Chinese government may intervene in or influence the Company's or the Company's partners' operations in China at any time, which could result in a material change in the Company's operations and ability to produce vehicles significantly and adversely impact the value of the Company's securities. Changes in Chinese policies, regulations and rules may be quick with little advance notice and the enforcement of laws of the Chinese government is uncertain and could have a significant impact upon the Company's and its partners' ability to operate profitably. the Company and its subsidiaries (i) may not receive or maintain permissions or approvals to operate in China, (ii) may inadvertently conclude that such permissions or approvals are not required, or (iii) may be required to obtain new permissions or approvals in the future due to changes in applicable laws, regulations, or interpretations related thereto. The Company's operating and financial results forecasts and projections rely in large part upon assumptions and analyses developed by it. If the assumptions or analyses that the Company made in connection with its projections and forecasts prove to be incorrect, the Company's actual results of operations may be materially different from its forecasted results. The Company depends on revenue generated from a limited number of models and expects this to continue in the . • Appendix Selected Risk Factors foreseeable future. The Company's distribution model is different from the currently predominant distribution model for automakers, and its long-term viability is unproven. The Company will not have a third-party retail product distribution network in all of the countries in which it operates. The Company may face regulatory challenges to or limitations on its ability to sell vehicles directly. Insufficient reserves to cover future warranty or part replacement needs or other vehicle repair requirements, including any potential software upgrades, could materially and adversely affect the Company's business, prospects, financial condition and results of operations. The Company is subject to risks associated with advanced driver assistance system technology. The Company is also working on adding autonomous driving technology to its vehicles and expects to be subject to the risks associated with this technology. The Company cannot guarantee that its vehicles will achieve its targeted assisted or autonomous driving functionality within its projected timeframe, or ever. The Company may be unable to offer attractive leasing and financing options for its current vehicle models and future vehicles, which would adversely affect consumer demand for its vehicles. The Company's vehicles will make use of lithium-ion battery cells, which have been observed to catch fire or vent smoke and flame. The Company operates in an intensely competitive market, which is generally cyclical and volatile. Should the Company not be able to compete effectively against its competitors then it is likely to lose market share, which could have a material and adverse effect on the business, financial condition, results of operations and prospects of the Company. The Company's ability to generate meaningful product revenue will depend on consumer adoption of electric vehicles. However, the market for electric vehicles is still evolving and changes in governmental programs incentivizing consumers to purchase electric vehicles, fluctuations in energy prices, the sustainability of electric vehicles and other regulatory changes might negatively impact adoption of electric vehicles by consumers. If the pace and depth of electric vehicle adoption develops more slowly than the Company expects, its revenue may decline or fail to grow, and the Company may be materially and adversely affected. If vehicle owners customize the Company vehicles or change the charging infrastructure with aftermarket products, the vehicle may not operate properly, which may create negative publicity and could harm the Company's business. The global COVID-19 outbreak and the global response could continue to affect the Company's business and operations. The conflict between Russia and Ukraine has, and is likely to continue to, generate uncertain geopolitical conditions, including sanctions that could adversely affect the Company's business prospects and results of operations. Risks Related to Cybersecurity and Data Privacy Any unauthorized control or manipulation of the Company's products, digital sales tools and systems could result in loss of confidence in the Company and its products. The Company is subject to evolving laws, regulations, standards, policies, and contractual obligations related to data privacy, security and consumer protection, and any actual or perceived failure to comply with such obligations could harm the Company's reputation and brand, subject the Company to significant fines and liability, or otherwise adversely affect its business. Risks Related to the Company's Employees and Human Resources • The Company's ability to effectively manage its growth relies on the performance of highly skilled personnel, including its Chief Executive Officer Thomas Ingenlath, the senior management team and other key employees, and the Company's ability to recruit and retain key employees. The loss of key personnel or an inability to attract, retain and motivate qualified personnel may impair the Company's ability to expand its business. Risks Related to Litigation and Regulation • • • The Company may choose to or be compelled to undertake product recalls or take other actions, which could result in litigation and adversely affect its business, prospects, results of operations, reputation and financial condition. Risks Related to Financing and Strategy Transactions The Company will require additional capital to support business growth, and this capital might not be available on commercially reasonable terms, or at all. The Company's financial results may vary significantly from period to period due to fluctuations in its operating costs, product demand and other factors. Risks Related to GGI and the Business Combination The initial stockholders of GGI (GGI's independent directors and Gores Guggenheim Sponsor LLC (the "GGI Sponsor")) have agreed to vote in favor of the Business Combination, regardless of how GGI's stockholders vote. The Sponsor, certain members of the Board of directors of GGI (the "GGI Board") and GGI officers have interests in the Business Combination that are different from or are in addition to other stockholders in recommending approving the Business Combination and the other matters that will be described in a proxy statement/prospectus that will be filed in connection with the Business Combination. Such conflicts of interests include that the GGI Sponsor and GGI's officers and directors will lose their entire investment in GGI if the Business Combination is not completed. Because ListCo will become a publicly listed company by virtue of a merger as opposed to an underwritten initial public offering (which uses the services of one or more underwriters), less due diligence on the Company may have been conducted as compared to an underwritten initial public offering. GGI stockholders will experience dilution as a consequence of the issuance of Post-Combination Company securities and American depositary shares ("ADSS") and American depositary warrants ("ADWS") as consideration in the Business Combination and may experience dilution from several additional sources in connection with and after the Business Combination, including any future issuances or resales of securities of ListCo. Having a minority share position may reduce the influence that GGI stockholders have on the management of the Post-Closing Company. Past performance by The Gores Group, including its management team, may not be indicative of future performance • • of an investment in GGI or ListCo. 50 GGI and the Company expect to incur significant transaction costs in connection with the Business Combination. Whether or not the Business Combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by GGI. GGI has no operating history and is subject to a mandatory liquidation and subsequent dissolution requirement. As such, there is a risk that GGI will be unable to continue as a going concern if GGI does not consummate an initial business combination by March 25, 2023. Unless GGI amends its certificate of incorporation and certain other agreements into which it has entered to extend the life of GGI, if GGI is unable to effect an initial business combination by March 25, 2023, it will be forced to liquidate and the GGI Warrants will expire worthless. If third parties bring claims against GGI, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by GGI's stockholders may be less than $10.00 per share. The Company's operating and financial results forecasts, which were presented to the GGI Board, may not prove accurate. Risks Related to ADSS and ADWs Following the Business Combination If the Business Combination's benefits do not meet the expectations of investors, stockholders or financial analysts, the market price of the ADSS and ADWs may decline. • The requirements of being a public company may strain ListCo's resources and distract its management, which could make it difficult to manage its business, particularly after ListCo is no longer an "emerging growth company." ListCo will be a foreign private issuer within the meaning of the rules under the Exchange Act, and as such it will be exempt from certain provisions applicable to United States domestic public companies. • The combined Company may lose its foreign private issuer status in the future, which could result in significant additional costs and expenses. . The Company has identified material weaknesses in its internal control over financial reporting. If ListCo is unable to remediate these material weaknesses or identifies additional material weaknesses, it could lead to errors in ListCo's financial reporting, which could adversely affect ListCo's business and the market price of the ADSS and ADWs.