CAZOO Investor Presentation

Risk Factors [1/3] The below list of key risks has been prepared solely for the purposes of the proposed private placement transaction [the "Private Placement"] as part of the proposed Business Combination, and solely for potential investors in the Private Placement, and not for any other purpose. Unless the context otherwise requires, all references in this subsection to the "Group," "Cazoo," "we," "us" or "our" refer to the business of Cazoo prior to the consummation of the Business Combination. The risks presented below are some of the general risks to the business and operations of Cazoo following completion of the Business Combination. You should carefully consider these risks and uncertainties and should carry out your own diligence and consult with your own financial and legal advisors concerning the risks and suitability of an investment in this offering before making an investment decision. Risks relating to the business of Cazoo will be disclosed in future documents filed or furnished with the U.S. Securities and Exchange Commission (the "SEC"), including documents filed or furnished in connection with the proposed transaction between Ajax I ("Ajax"] and Cazoo. The risks presented in such filings will be consistent with those that would be required for a public company in SEC filings and may differ significantly from and be more extensive than those presented below. These risk factors are not exhaustive, and investors are encouraged to perform their own investigation with respect to the business, financial condition and prospects of Cazoo following the completion of the Business Combination. Investors should carefully consider the following risk factors in addition to the information included in the investor presentation. Cazoo may face additional risks and uncertainties that are not presently known to it, or that it currently deems immaterial, which may also impair Cazoo's business or financial condition. Risks Related to Cazoo's Business and Industry . The Group has a history of losses and it may not achieve or maintain profitability in the future. • • • • . • • . • • • • The Group's recent growth may not be indicative of its future growth and, if it continues to grow rapidly, the Group may not be able to manage its growth effectively. The Group's limited operating history makes it difficult to evaluate its business model and future prospects. The Group's financial forecasts are forward looking information and rely upon certain assumptions and analyses, including in respect of the continued shift to online car purchases, the size of the market for used cars in the United Kingdom and Europe, the Group's ability to successfully execute its growth strategy in Europe, including by acquisitions, and the Group's ability to increase its profitability. Many of these assumptions are based on factors outside of the Group's control. If these assumptions and analyses prove to be incorrect, the Group's actual operating results for such future periods could be materially different than the Group's current forecasts. In addition, the 2020 financial information and data contained in this Presentation is unaudited, based on draft statutory accounts, does not conform to Regulation S-X, and is subject to PCAOB audit. The Group may have difficulties implementing its growth strategy, which could have a material adverse effect on the Group's business and results of operations. The Group's growth strategy of expanding its geographical footprint into Europe could expose the business to new risks. The current geographic concentration where the Group provides services creates an exposure to severe weather, local economies, regional downturns, or catastrophic occurrences that may materially adversely affect the Group's financial condition and results of operations. The Group's ability to grow its complementary service offerings may be limited, which could negatively impact its growth rate, revenues and financial performance. The global COVID-19 pandemic has impacted the Group's business, financial condition, results of operations and prospects, and could exacerbate the adverse effects of other risks to its business. The Group may be unable to attract a sufficient audience to the Group's website and mobile applications in a cost-effective manner. The Group relies on search engines and vehicle listings sites to help drive traffic to its website, and if it fails to appear prominently in the search results or fails to drive traffic through paid advertising, its traffic would decline and its business would be adversely affected. The Group's business is dependent on the image and reputation of its brand. The success of the Group's business relies heavily on its marketing and branding efforts, and these efforts may not be successful. The Group's business is dependent upon access to suitable vehicle inventory for resale to customers. Obstacles to acquiring suitable inventory for resale to customers, whether because of supply, competition, or other factors could have a material adverse effect on the Group's business, results of operations, financial condition and prospects. • The Group's business is dependent upon its ability to sell inventory expeditiously and efficiently. • The Group's business is sensitive to changes in the prices of new and used vehicles. • . • • • • If the Group is unable to adapt to and satisfy customer demands in a timely and cost-effective manner, the Group's ability to grow its business may suffer. The Group may be unable to identify or accurately evaluate suitable acquisition candidates or to complete or integrate past or prospective acquisitions successfully and/or in a timely manner, which could materially adversely affect the Group's growth. The Group has and may continue to acquire other companies or technologies, which could divert its management's attention, result in additional dilution to shareholders and otherwise disrupt the Group's operations and harm its operating results. The Group operates in a competitive industry. Increased competition in online car sales could increase the Group's marketing costs and affect the Group's business, results of operation and financial condition. Loss of, or disruption to, the Group's customer centres or vehicle preparation centres could have a material adverse effect on the Group's business, financial condition, results of operations and prospects. The Group relies on key third-party suppliers for the delivery of outsourced services to the Group and to provide financing, as well as value-added products, to its customers, and it cannot control the quality or fulfilment of these products. The Group relies on internal and external logistics to transport its vehicle inventory throughout the United Kingdom and will do so as it expands in Europe. Thus, it is subject to business risks and costs associated with the transportation industry. CAZOO Investor Presentation - March 2021