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E V E R Y W H E R E - A L O N G - T H E - H I G H W A Y April 2016 Investment Memorandum Fastned >

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Page 1: Investment Memorandum Fastned

E V E R Y W H E R E - A L O N G - T H E - H I G H W A Y

April 2016

Investment Memorandum Fastned>

Page 2: Investment Memorandum Fastned

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DISCLAIMER• This Investment Memorandum does not constitute an offer or invitation for an investment in Fastned.

• Any decision to invest should be based on the prospectus, which is availabe via: www.fastnedcharging.com/prospectus

• Except where otherwise indicated, this Investment Memorandum speaks as of the date hereof. We do not accept any obligation to provide the recipient

with additional information or to update any information contained herein or to correct inaccuracies which may become apparent.

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> Summary

> The mission of Fastned

> The Fastned Strategy

Phase I: start in the Netherlands

Phase II: Roll out of a pan-European network

Phase III: Drive down prices through faster charging

Phase IV: use power demand to invest in solar & wind farms

> Opportunities in a large new market

Three drivers behind electric cars

Generation II is around the corner!

This is THE moment to acquire the best locations

> Business model & Finance

Break-even

Capacity and occupation

Market Share

> The value of Fastned

Analist reports

> Investments

> Certificates

> The Nxchange stock exchange

> Risks

> History of Fastned

> Team

> Fastned in the news

> Prospectus

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Fastned is leading the way towards green mobility;

top performance in concept, entrepreneurship, teamwork, dedication and

highly professional.

- Fred Matser, former real-estate entrepreneur and one of the lead investors in Fastned

Europe has chosen to drive without emissions. This requires completely new

infrastructure and Fastned is leading the way.

- Ruud Lubbers, former Prime Minister of the

Netherlands and one of the lead investors in Fastned

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> SummaryThe car industry is changing rapidly. Virtually all major car manufacturers are introducing electric models, and Tesla Motors - a company that builds only electric cars - has seen its market capitalisation grow to more than twenty billion dollars in just a few years time. The number of electric cars on the road is growing rapidly and all major brands are currently investing billions of euros in the development and production of mass-produced electric cars. Over the coming years, strong sales of electric cars are expected to continue and the need for high quality charging infrastructure is expected to grow considerably.

The growth of the electric car industry can largely be attributed to one technological breakthrough: fast charging. Through fast charging, the battery of an electric car can now be charged in approximately twenty minutes instead of eight hours or more. However, this requires serious investments in fast chargers. These investments generate better returns when chargers are shared between many cars, like we share the cost of fuel stations with a large number of cars. Fastned aims to do just that with a European-wide network of fast charging stations with multiple fast chargers. Ample fast charging infrastructure will set free the electric car.

Over the past two years Fastned has opened 50 stations in the Netherlands. Our goal is to have 400 stations operational across Europe by 2019. Standardisation and economies of scale allow for a low production cost of EUR 200.000 per station with two 50 kW chargers. The number of chargers can easily be expanded to four or eight, depending on the number of visitors per location. Besides adding more chargers, the charging speed will increase further. The car industry is developing electric cars that accept much higher charging speeds. Given the investments per station and low operational expenditures the roll-out of the European network with fully equipped stations is estimated at around EUR 200 million. This is a relatively limited investment compared to the billions of euro’s that car manufacturers are currently investing in electric mobility.

Construction of a fast charging station takes around 2 to 3 years. The lead-time depends on negotiations of land leases, acquiring required permits, grid connections and station construction. In order to have stations operational in time for the next generation of electric cars, investments need to start this year. This essential network of fast charging stations will be very valuable to car manufacturers and drivers of these electric vehicles. Fastned is already partnering with Nissan to provide four years of free charging with the all-electric Nissan LEAF. We expect to enter into similar partnerships with other car manufacturers.

Fastned intends to raise the required 200 million Euro to finance the European network in a number of steps from 2016 to 2018. To this end, certificates of shares will be issued via the Nxchange stock exchange. One certificate (a Depository Receipt) is equivalent to a share - only with limited voting rights. This investment structure ensures that Fastned keeps true to its mission to build a network of fast charging stations to set free the electric car.

Over the past four years, Fastned created value with a strong and dedicated team of 25 young professionals. This team acquired the best locations in the Netherlands, procured the necessary permits, built the Fastned brand, designed the stations, set up the Network Operations Centre and Customer Support, acquired urban locations and and made the right connections for good locations outside the Netherlands.

In 2015 Fastned showed rapid growth of more than 14% month-on-month in terms of the number of customers, volume (kWhs) and revenues. Fastned realised a gross margin of 61% on electricity sold. The very large market of fossil fuels (approximately EUR 500 billion per year) is shifting to electric. The next step in value will be created by the growing number of electric cars on the road and growth of the network in other European countries.

Fastned believes the growth of the electric car is inevitable. So much so that nearly everyone in our team has invested part of their savings in Fastned. By investing in Fastned now, you can join us in building the infrastructure of the future.

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> The mission of FastnedCar manufacturers currently invest billions of euros in the development and production of electric cars. This is why we see rapidly increasing numbers of electric cars on the road. At Fastned, drivers can charge their car super fast and continue their journey. We started out in the Netherlands, but our goal is a pan-European network of fast charging stations. Only when this infrastructure is in place, drivers of electric cars will experience true freedom. This will drive the electric revolution forward.

The mission of Fastned is to provide freedom to EV drivers by:

1 // Building the fastest charging stations;2 // for all types of electric cars;3 // at high traffic locations;4 // delivering only renewable energy from wind and sun;5 // in the Netherlands and beyond.

Standardized Fastned station

Fastned is building the world’s first network of fast charging stations where all cars can charge.

Range anxiety is only going to be eliminated when you have a

charging infrastructure which is widespread and visible.

-Carlos Ghosn, CEO Nissan-Renault

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> The Fastned StrategyOur mission is to accelerate the adoption of clean electric vehicles by giving them freedom. We see a huge opportunity in reinventing service stations to make travel fundamentally cheaper, cleaner and more enjoyable.

Our strategy consists of four (possibly overlapping) phases:

I. Get started in the Netherlands; II. Roll out a pan-European network;III. Drive down prices for customers through faster charging;IV. Use power demand to invest in solar & wind farms.

Phase I: start in the Netherlands

Our first goal is to build a nationwide network of fast charging stations at the best locations in the Netherlands. We jump-started this network by securing 201 out of 245 15-year concessions directly along Dutch highways. Before building an international network of stations it is important to get the basics right first. Over the past four years we have gained experience in acquiring permits and network connections, developing cost efficient building processes, building a brand, implementing a back-office system, and providing customer support. By the end of 2015, this had resulted in 50 stations in the Netherlands with an unparalleled and consistent uptime of 99.99%.

Some people ask why we take the trouble to build stations with multiple chargers and a roof instead of just installing individual chargers. We believe stations with a solar panel roof (as pictured above) are the best solution for fast charging large numbers of electric cars. There are three key reasons for this: visibility, standardisation and redundancy.

Visibility: Fastned stations intentionally have similarities with the look and feel of a regular gas station. Stations provide shelter for the elements and their form reveals their purpose. Everyone can see the infrastructure is available, and this visibility is crucial for customers to find us.

Standardised for all (future) electric cars: At our stations, all electric cars can be charged quickly - be it a Tesla Model S, Volkswagen e-Golf, BMW i3, Nissan Leaf or Renault ZOE. All our stations have at least two multi-standard fast chargers (CCS and CHAdeMO) and room for four or eight. All Fastned stations are designed to handle future generations of electric cars and future generations of faster chargers.

Reliable and redundant: We believe that stations with multiple fast chargers have fundamental advantages over individual chargers. Multiple fast chargers guarantee redundancy (if one is out of order you can still charge). Moreover, the waiting time is reduced dramatically with more chargers. The chance a single fast charger is occupied is relatively high, but decreases significantly with more fast chargers. Each additional charger therefore decreases the possibility that you have to wait before you can start charging

Expected growth of the Fastned network

2015

2016

2017

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Expected development for EV batteries

The success of the Tesla Model S and the announcement of the next generation of (high-end) electric vehicles, including a full electric Audi, have set off a race for faster charging.

The drivers of these next generation electric vehicles want to be able to drive across Europe. Driving a car is synonymous with freedom. Electric cars will only be a success (in Europe), when they can recharge in a short time at a high quality network of fast charging stations. Coverage is also very important: you want to be able to drive carefree and without any detours.

2010/2016Generation I

Range 100 - 150 km

Phase II: Roll out of a pan-European network

Today’s first generation of electric cars have a range of about 100 - 150 km and a battery of ~24kWh. The next generation of EVs - to be introduced between 2016 and 2018 - will have larger battery packs of around 60 kWh and 300 km range. Paired with next generation faster charging, long distance travel becomes viable. Charging speeds will go up from 50kW today to about 150kW in 2017 - 2018 and to 300+ kW around 2020. Faster charging is the only way to minimise stopovers during long distance trips.

Larger battery packs and faster charging go hand in hand. Nissan and Mitsubishi were the first to introduce fast charging, thereby lowering charging times from 8 hours to less than 30 minutes. They achieved this by introducing charging at 50kW (250 km range per hour of charging). In 2013 Tesla went further with the introduction of the 85 kWh Tesla Model S.

Because of the larger battery, Tesla needed faster charging and introduced supercharging at 120kW (600 km/h).

Our vision of a pan-European network of fast charging stations

2017/2018Generation II

Range 300 km

>2020Generation III

Luxury 500+ kmLow end 300+ km

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2010/2016Generation I

50 kW=250 km/h

The experience we gained by building stations in The Netherlands (as described in phase I) will be used to quickly roll out a network in Europe. We know how to select the right locations, acquire (local) permits, and keep our stations up and running. This experience allows us to scale fast. Standardised Fastned stations can be copied and pasted in other European countries. And the larger the network, the more scale advantages we can achieve.

Which brings us to the next crucial step: driving down the cost of charging. Phase III: Drive down prices through faster charging

The development of the digital camera and many other technology revolutions went unexpectedly fast. The race for faster charging is comparable to the ‘megapixel race’ in the digital camera industry. Just before the year 2000 less than a megapixel for a consumer camera was the maximum, a few years later cameras with 2 or 3 megapixels were abundant. Around 2005 practically all professional photographers had 10+ megapixel cameras. This happened because consumers clearly preferred more megapixels over less megapixels. We see the same thing happening with charging speed. Faster is better.

Fast charging developments for EVs

Besides the obvious shorter waiting times, there is an often overlooked advantage of higher charging speeds. In terms of economics and network capacity, fast charging will be crucial to charge the millions of electric cars hitting the road in the coming decade.

Faster charging drives down costs

What many people don’t seem to realise today is that higher charging speeds allow lower prices for consumers. A fast charging station can charge hundreds of cars per day and operational costs are shared between many cars.

When the speed of charging increases further the station is shared with even more people and the cost efficiency of charging improves.

Higher charging speeds allow stations to deliver more electricity (kWh) per day to customers with only a minor increase in operational expenditures (such as lease of land, cleaning, customer support, cost of capital). Tripling the charging speed from 50kW to 150kW will result in 3 times more capacity per station, with only a modest increase in operational costs. Faster charging is therefore key to driving down costs of recharging large numbers of electric cars.

Serving those who do not have their own driveway

Charging at home and work is obviously convenient. However, families with their own driveway are the exception, not the rule around the world.

The majority of people in the world live in cities

This is especially true in cities and urban areas where most Europeans live.

Faster charging is the only solution to make charging affordable for those who do not have their own driveway. Charging at 300+ kW means that an average car owner who drives 15.000 km annually charges 15 minutes every week.

2017/2018Generation II

150 kW=750 km/h

>2020Generation III

300+ Kw=1500+ km/h

1.0 2.0 3.0

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Some say the solution is ubiquitous AC charging infrastructure at practically all parking spaces. We think this is not an affordable solution at scale. In a best case scenario, a slow charging point can charge two cars a day. With millions of cars on the road we would therefore need millions of public charging points at a cost of thousands of euros apiece. Moreover, operational expenditures such as maintenance and grid connection fees can only be shared with a limited number of users. This combination makes public slow charging very expensive per kWh (the real price is currently concealed by subsidies). Moreover, practically all AC charging location need separate grid connections and permits, and complaints can be filed by local residents. As a result, public slow charging infrastructure capacity will not be able to keep up with the accelerating growth of the number of electric vehicles on the road.

This brings us to Phase IV. While AC charging is generally done at night, the most powerful potential source of renewable energy - the sun - shines during the day.

Phase IV: use power demand to invest in solar & wind farms

Solar energy is destined to become the cheapest and most sustainable form of electricity we know. It’s therefore interesting to consider that the solar production curve closely matches the user pattern of Fastned charging stations.

With millions of electric cars on the road, the electricity demand of daytime fast charging will result in significant electricity demand. Fastned will have a predictable load curve that can be matched by installing solar panels. This is a perfect combination for the vertical integration of Fastned. By building our own utility scale solar power arrays we can expand renewable power generation while fixing our long term electricity costs. Furthermore, we will use battery buffers at our stations to optimise grid connection capacity and manage peak demand on the grid.

Solar power matches Fastned charging

fast charging sessionssolar curve augustsolar curve october

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fast charging sessionssolar curve augustsolar curve october

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> Opportunities in a large new marketThe European fossil fuel market (Petrol, Diesel & LPG) is worth around €500 billion per year (this is an estimation, which varies with changing fuel prices). With the growth of the number of electric vehicles the energy market for cars will shift from fossil fuels to electric, creating an enormous new market. Fastned is positioning itself at the forefront of this transition.

Three drivers behind electric cars

The world is on the cusp of a massive shift from fossil fuels and combustion engines to electric cars powered by renewable energy: the “Autowende”.

1 // 100% Electric is the new normal for “Freude am fahren”

In the coming five years strict European emission regulation will force car manufacturers to produce cleaner cars. As a result, the entire fleet sold by Daimler in 2021 has to meet exhaust emissions similar to a Fiat Panda today. Car companies can still build a car with a growling six cylinder, but they have to increasingly offset this with building and selling zero emission cars. At the same time, emission regulations drive up the price of combustion engine cars. In other words, to comply with emission regulations car makers have no choice left but selling serious numbers of fully electric cars.

Electric cars have massive torque from the moment you hit the pedal, which makes them better than gasoline equivalents. They can deliver hundreds of horsepowers without any emission scheme to worry about.

Consumers increasingly face the choice between a fun, quickly accelerating electric car — and a dull, heavily taxed fossil car which is banned from city center and packed with expensive emission controls.

2 // Electric cars are more affordable

Digital cameras and solar panels were once expensive. Not anymore. These technologies followed a steep learning curve resulting in lower costs. Electric cars come down in price with similar speed. In 2010 — when the very first Nissan LEAF came to market — lithium-ion battery prices were over $1.000 per kWh. In 2013, at the time of Tesla introducing its Model S, battery prices had dropped to around $400 per kWh. General Motors recently announced a price of $145 per kWh for its all electric Bolt which will be sold this year (in Europe it will be sold as the Opel Ampera-e). And Tesla Motors expects to produce batteries in the range of $100 in 2020.

The trend is clear: the price of batteries is declining at an annual rate of almost 25%, while the internal combustion engine is getting more expensive in order to comply with emission regulations. The day that electric cars are cheaper to purchase than comparable gasoline cars is coming soon. In markets with high taxes on polluting vehicles, electric cars could be competitive even sooner than we think.

Source: Nature Climate Change 5, 329–332 (2015).

Development battery price per kWh

$ 100

$ 200

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2010 2012 2014 2016 2018 2020

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3 // The ‘cigarette moment’ for the internal combustion engine is coming

The majority of EV-drivers say they will never go back to petrol. These cars feel obsolete and wasteful for people who have driven an electric car. Fastned believes it is only a matter of time before society comes to see gasoline cars as an irresponsible technology, simply because they are hazardous to our health and imperil our climate.

Exhaust emissions have proven to cause cancer, increase the risk of heart disease and significantly shorten life of city dwellers. Just like smoking, the public is waking up to this fact and governments are introducing legislation to restrict fuel cars.

The more electric cars on the road, the higher the social pressure for legal restrictions on cars with internal combustion engines. Therefore the rise of the electric car will not be a linear upward slope, but an exponential one.

A selection of new electric models and their range, based on announcements of car manufacturers

We will build different cars - the future is electric

- Matthias Müller, CEO Volkswagen

“ ”

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500 KM

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GE

Nissan Leaf

Chevrolet Bolt

Tesla model 3

Audi Q6 e-tron Porche Mission E

Nissan Leaf 2

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Generation II is around the corner!

The next generation of EVs will offer more range and faster charging, while becoming more affordable. General Motors is gearing up for a late 2016 introduction of the Bolt - which will appear under the Opel brand in Europe - with 300km range. The President of Nissan Motor Company, Carlos Ghosn, has announced that Nissan will beat GM to market with the next generation Leaf. BMW, Hyundai and Volkswagen will give their current models 50% more range in 2016.

Tesla will introduce its affordable Model 3 in 2017. Most major OEMs have now decided on a serious electric vehicle program. During 2015 it became clear that the race for the next generation EVs is on. During the IAA in Frankfurt both Audi and Porsche presented all electric long range and fast charging cars and Ford has announced a 4.5 billion investment in electric cars.

The shift to electric cars offers great opportunities for new entrants. Companies from China and California are expected to enter the auto market at some point in the near future. Serious contenders are BYD from China, most famous for its shareholder Warren Buffett, and the Californian companies Faraday Future, Atieva and Apple.

This is THE moment to acquire the best locations

Back in 2011 both Fastned founders had a unique insight into the development of EV’s by various OEMs through their roles at fast charger manufacturer Epyon (which was later acquired by multinational ABB). Based on this knowledge they concluded there would be huge future demand for convenient fast charging stations. One year later they acquired 201 15-year long concession rights to operate fast charging stations along 201 highway service area’s in the Netherlands

Since 2014 Fastned has been scouting locations in other European countries and urban locations in the Netherlands. Fastned is now involved in negotiations with various landlords such as (local) governments and concession holders. As word is getting out that Fastned is aiming to build a pan-European network locations owners across Europe are now approaching us to offer sites for stations.

Developing a location involves location scouting, signing land leases, obtaining permits, acquiring grid connections and building the actual stations. In order to do this at a European scale Fastned is working on expanding the ‘Building’ team with teams in multiple countries. As these teams become operational the speed of location development can be increased, thus making sure that a pan-European network can be realised in the next few years.

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> Business model & FinanceThe core business of Fastned is selling electricity. We do this at the best locations: along the highway and major roads going in and out of the city.

Customers can select a subscription via the Fastned website and/or app. They can choose between the ‘Standard’ price plan (35ct/kWh based on a subscription of 12 euro per month) and the ‘Unlimited’ price plan (99 euro per month for unlimited charging). Alternatively, when customers expect to only charge incidentally at Fastned, they can choose to pay per kWh.

Fastned is also partnering with car manufacturers to provide ‘free’ charging at Fastned stations in combination with a new car. At the end of 2015, Fastned entered into a partnership with Nissan to provide four years of free charging with every Nissan LEAF.

Fastned buys electricity and sells it to drivers of electric cars. The profit is the difference between the price we pay for electricity and the price we charge customers, minus the costs. The electricity price is relatively low, on average EUR 0,12 / kWh in Europe. In fact, the price Fastned pays per kWh decreases with larger volumes because of regressive taxation of electricity in various countries. This allowed Fastned to charge an average price of EUR 0,59 / kWh, resulting in a gross profit margin of approximately 61% (2015). This profit margin is required to cover operational costs, including depreciation of assets and financing costs. In the longer term these margins should provide returns to certificate holders.

The relatively high costs of infrastructure and the low price per kWh resemble the mobile telephony industry. The price (of the electricity) for a single telephone call is negligible, but customers pay for the infrastructure which is necessary to make the call.

Fundamentally, charging costs are determined not by electricity prices, but by the necessary hardware and the associated fixed costs. To charge at home or at work, investments have to be made and maintenance is necessary. When people charge at public infrastructure, they only pay for charging - the ‘purchase’ and ‘maintenance’ of the infrastructure is part of the price.

Fastned is showing strong and steady growth in of around 14% month-on-month in terms of the number of customers, volume (kWh’s) and revenues.

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Break-even

All Fastned-stations are unmanned, and powered by the sun and the wind. Payments go through our app, and all stations are monitored 24/7 by our Network Operation Center. Because of these radical choices our operational costs are low, which translates in competitive pricing. Our stations reach an operational break-even at around 15 charging sessions per station per day. In Februari of 2016 our top stations averaged 3.9 charging sessions per day which results in an overall average of 2.1 charging sessions per station per day. Based on current growth projections Fastned anticipates its first station will reach break-even by mid-2017.

Capacity and occupation

Fastned stations are primarily used during the day and in the evening. The full daily capacity of a Fastned station with two 50 kW chargers is therefore: 16 hours (from 7am to 11pm) * 50 kW * 2 chargers = 1600 kWh.

Over the next few years this capacity will be increased by installing extra chargers (up to 8) and faster chargers of initially 150 kW and later on 300+ kW. The full capacity of a station with eight 300kW chargers is: 16 hours * 300 kW * 8 chargers = 38400 kWh. In other words, stations can be upgraded to 24X the original capacity within the existing stations.

To put this in perspective: an average gas station along the highway has about 400 customers per day who refuel for about 500 km of range.

In Februari of 2016 the average number of charging sessions per station per day was 2.1, resulting in a capacity utilisation of 2.1/96 = 2.2%. Our top stations averaged 3.9 charging sessions per day resulting in a capacity utilisation of 3.9/96 = 4.1%. These utilisation figures are achieved with 9,790 fully electric vehicles in the Netherlands in Februari of 2016.

Fastned will increase utilisation based on the increasing number of electric vehicles (that can charge at Fastned) as well as increasing our market share in the charging market.

Revenue

Active customers

Q4 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015 Q1 2016€ -

€ 5,000

€ 10,000

€ 15,000

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€ 40,000

Q4 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015 Q1 20160

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Market Share

Since Fastned started selling electricity in August of 2014 we have steadily increased our market share in the Dutch charging market to 1.02% in February of 2016. This market share is the percentage of electricity used by full electric cars delivered via Fastned. It is estimated based on the number of full electric vehicles in the Netherlands (9,790) * 15.000 km/year * an average consumption of 0,2 kWh/km.

Please note that nearly 47% of the 9,790 electric vehicles in the Netherlands (Jan 2016 figures) are Teslas that were not able to charge at speed at Fastned stations in 2015, thus reducing our relevant market to around 5.000 cars and a corresponding market share of around 2%. From mid April 2016 onwards Fastned will have added Tesla adapters to all 50 stations, eliminating this discomfort for Tesla drivers and doubling our effective market.

We expect our market share to continue to grow based on an increasing number of stations and network effects, commercial deals with car manufacturers (such as with Nissan), the increasing need for fast charging with larger batteries, installing the Tesla adaptors and an increasing number of drivers of electric cars that cannot charge at home.

> The value of FastnedOver the past four years Fastned has created significant value as a first mover in a fast growing new industry. This value is based on experience regarding acquiring locations, procuring the required permits, obtaining network connections from grid companies, efficiently building stations at a pace of one per week, keeping chargers operational (resulting in an industry leading uptime of 99,99%), providing 24/7 customer support, implementation of reliable back-office and billing systems, efficient maintenance, a recognisable brand and commercial deals with multiple partners. The combination of this experience provides Fastned with a lead over (future) competitors of many years. It also puts Fastned in a unique position to build a pan-European network in time to be used by all electric cars.

As technology progresses and charging speeds increase, older chargers will be written off and sold on the secondary market. When newer and faster chargers become available and cars that accept higher speeds follow, the total market will grow considerably because of the attractive proposition “faster charging and bigger batteries”. Limited space on locations could lead to older chargers being replaced by newer and faster chargers.

Older chargers could be sold on the secondary market. This development and financial planning is part and parcel of the technology sector. This is the reason that the value of Fastned is not based on the book value of individual chargers, but rather on locations, a visible brand, customer thrust and experience.

Apart from experience and a headstart in this new market, there are substantial network and scale effects that provide value to Fastned. It is much more efficient to operate a large network of chargers than a small network or even individual chargers. Fastned is already experiencing positive effects of scale in area’s such as station design and construction, purchasing of chargers, operating the back-office and providing 24/7 customer service, purchase price of electricity (based on regressive taxation), etc. These scale effects are the reason why it is difficult for individual (or small groups of) petrol stations to operate a few chargers next to their existing business.

Network effects are derived from the fact that a recognisable network of stations is more valuable than just a number of chargers. The network allows Fastned to enter into commercial deals with car manufacturers, leasing companies and large corporates. Drivers come to trust the network and this drives customer loyalty. This effect is already visible since the number of customers that charge more than once per month is steadily increasing. This also translates in an increasing number of customers choosing a Standard or Unlimited subscription, providing a steady stream of income to Fastned.

To conclude, the value of Fastned is not a reflection of the value of the current fast chargers, but rather of the locations, the Fastned brand and the cumulative experience that is a prerequisite to become a pan-European charging company.

Analyst reports

Reports - which include valuation models - will be available on the Fastned section on the Nxchange website under the section ‘Research’.

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Fastned has created significant value as a first mover in a fast growing new industry.

Estimated marketshare based on total kWh consumption by FEV (2015)

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20162015

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> Investments Fastned has already attracted more than EUR 20 million in capital. The investment fund of the Lubbers Family, Breesaap, has invested EUR 10 million and Flowfund, an initiative by Fred Matser, has provided EUR 2,5 million. Founders and personnel have invested EUR 1,3 million Euro and founder Bart Lubbers has provided a financial guarantee of EUR 5 million to cover - if necessary - operational expenses until the end of 2018. Moreover, 1200 investors like you invested over EUR 3 million in Fastned capital.

Fastned aims to raise a minimum of EUR 6,5 million in the first half of 2016 to expand the network in the Netherlands and set up teams abroad to expand to the rest of Europe.

In the next couple of years Fastned plans to raise 200 million Euro to finance the construction of 400 stations across Europe. This will provide basic coverage across the continent. As the pace of construction picks up, and the market of electric cars continuous to grow, each subsequent financing round will be larger than the previous one. Given the fact that Fastned is rolling out infrastructure for the long term, Fastned will become increasingly attractive to institutional investors such as pension funds. As a result, future funding rounds may not be public placements.

> CertificatesAll shares of Fastned are held by the FAST foundation, which in turn issues one certificate (depository receipt) per share. There are no voting rights attached to the certificates.

The certificate holders appoint the board of FAST, which is nominated by the board of Fastned . All voting rights reside at the Board of FAST. When taking a decision as the only shareholder of Fastned, the Board of FAST will be guided and bound by three main principles; being - in order of priority: 1) the mission of Fastned, 2) the continuity of Fastned, and 3) the interests of the certificate holders. The main reason for this structure is that every investor can be sure what his/her investment will be used for. Moreover, it gives Fastned absolute focus to execute on its mission.

> The Nxchange stock exchangeThe certificates of shares of Fastned are listed on the Nxchange stock exchange. Nxchange is a fully regulated stock exchange (like Euronext) that operates under licence of the Dutch Financial Authority (AFM). The certificates are administered by Euroclear and can be traded on Nxchange 24 hours per day, 365 days a year. Beware: this is dependent on liquidity.

The website of Nxchange is www.nxchange.com.

> RisksThe most important risks related to investing in Fastned are:1. The absence of growth in the number of electric cars

in the Netherlands and Europe. If the number of electric cars remains limited, this can have negative consequences for the turnover of Fastned. This limited growth (or stagnation) can be a result of different factors, like (but not limited to): different fiscal regime for electric cars, the end of lower prices for batteries and a limited supply of electric cars by car manufacturers.

2. If Fastned is not able to attract sufficient capital, this will result in a slower roll out of the network. This could also result in an incomplete European network. This will have a negative impact on the value of Fastned.

3. It could be the case that drivers of electric vehicles have a preference for slow charging as opposed to fast charging at Fastned. Moreover, these drivers could also prefer other retailers of electricity instead of Fastned. Both preferences could lower the turnover of Fastned and form a risk for investors.

4. If other parties are able to very quickly deploy charging infrastructure and offer charging services for attractive prices (possibly subsidized), this could have a negative impact on the volume and turnover of Fastned.

Investing has risks attached to it. A decision to invest should always be based on the complete prospectus, which you can read at fastnedcharging.com/prospectus.

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> History of FastnedFastned was started in 2011 with a clear goal: to build a qualitative network of fast charging stations where all electric cars can charge. On 20 December 2011 Fastned applied for concession rights to realise and operate charging stations on all 245 highway service areas along the highways in the Netherlands. By April 2012, Fastned had acquired concession rights for charging stations at 201 service areas. The concession rights give Fastned the right to build and operate charging stations alongside gas stations that are already located at these service areas. Given the fact that concessions are valid for fifteen years after the required WBR permit has been issued – Fastned has acquired a unique position to create a nationwide network of charging stations at high traffic locations. During 2012 and 2013 the Fastned team created the Fastned brand & identity, the station design, technical drawings for all 201 locations, started the process to procure the required building permits for each station, and contracted suppliers. On 29 November 2013 the first 5 Fastned stations were opened proving that Fastned was able to build fast charging stations. At the same time Fastned worked hard with various partners to develop the required back-office and payment systems. After in-house testing the payment app was launched in June 2014 for public beta testing. From this moment onwards, charging was only possible with the Fastned App. As a final step in August 2014 payments via the App were activated and Fastned started generating revenues. In the second half of 2014 Fastned ramped up the construction of stations to one station per week. As of December 2015, Fastned had 50 stations operational. In the meantime, the Network Operations Centre got up to speed and the uptime of our stations reached 99.98% by September 2014 and has remained above that mark ever since. The customer base is growing at around 14% per month and active customers surpassed 3.000 by the end of December 2015. In line with customer growth, volume (kWh’s) and revenues have also shown strong growth of around 14% month-on-month since the beginning of 2015.

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> TeamAt the beginning of 2016 the Fastned team consists of 25 professionals with a background in architecture, engineering, IT, finance, marketing, graphic design, operations, and more.

Michiel Langezaal, Founder & CEO

Michiel is co-founder and responsible for day to day operations. He graduated from the TU Delft as a mechanical engineer. After several years of strategy consultant with A.T. Kearney he became New Business Developer for Epyon, a TU Delft-related manufacturer of EV-fast chargers. At Epyon Michiel learned how to make a startup successful. In 2011 Epyon was acquired by the Swiss electrotechnical multinational ABB.

Bart is entrepreneur and co-founder of Fastned. He studied history at the University of Utrecht and has an MBA from the Rotterdam School of Management. Before founding Fastned, Bart was co-founder of the Dutch edition of Metro, a daily free newspaper. Apart from his role with Fastned, Bart is director of investment firm Breesaap. As a member of the board of directors he was closely involved with Epyon's success.

Bart Lubbers, Founder

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Niels is responsible for the commercial strategy and development of Fastned. Together with his team he takes care of all communication via the website and (social) media, PR, investor relations, pricing and sales. Prior to this Niels took the lead in the IPO of Fastned and he is still in charge of financing via this route. All combined these activities accumulate in the acquisition of new customers and new investors. Before joining Fastned in 2013, Niels was founder of 'de Windcentrale' and GreenSeat (Climate Neutral Group). He started his career with various marketing roles at Unilever.

Maartje is continuously developing the Customer Care at Fastned. After graduating from the NHTV (International School of Tourism) in Breda, Maartje pursued a Master of Strategic Marketing at the University of Maastricht. For 3,5 years she worked at Henkel. Starting out as an account manager, she later became brand manager.

Roland graduated as computer science engineer from the TU Delft and has a background in ICT. After working at ABN AMRO Bank he worked at car lease company LeasePlan. His interest in electric cars was triggered after installing his own solar panels and driving a plug-in hybrid. At Fastned Roland is responsible for the Network Operations Center and thus ensures a high uptime of the fast chargers and ICT systems.

Claire graduated as chemical engineer at the TU Delft. After an internship with JP Morgan she decided to pursue a career in the financial sector. She continued as investment banking trainee with ABN Amro / RBS. For almost six years, half of which in London, she worked in M&A and Corporate Finance. Since 2006 Claire was increasingly involved in renewable energy projects in faraway places (Antarctica, Himalayas) and from there on it was a small step to join Fastned and strengthen the team with her financial expertise.

Joost graduated as a building engineer from the Technical University Delft. After working as a developer with Multi Vastgoed and project manager sustainable development with Search Ingenieursbureau, he explored the startup scene of Singapore. Coming back to The Netherlands, he stumbled upon the challenge of managing the building process of 200 charging stations. He jumped at the opportunity!

Maartje Sonnenberg, Directeur customer experience

Claire Tange, CFO

Roland van der Put, Network Operations Center

Niels Korthals Altes, CCO

Joost Hoffman, Head of Stations

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> Fastned in the news

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> ProspectusAny decision to invest should be based on the prospectus, which is available via: fastnedcharging.com/prospectus

The prospectus is approved by the Dutch Authority for Financial Markets (AFM)

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