| Disclaimer This investor presentation (“Presentation”) has been prepared by Proximus SA/NV (“Proximus”) and North Atlantic Acquisition Corporation (“NAAC”) in connection with the proposed business combination (the “Business Combination”) of NAAC with Torino Holding Corp., a wholly-owned indirect subsidiary of Proximus and the indirect parent company of TeleSign Corp., (“TeleSign”). No Representations and Warranties This presentation is for informational purposes only and does not purport to contain all of the information that may be required to evaluate a possible investment decision with respect to the proposed Business Combination. The recipient agrees and acknowledges that this presentation is not intended to form the basis of any investment decision by the recipient. This Presentation is not intended to constitute and should not be construed as investment advice and does not constitute investment, tax, or legal advice. No representation or warranty, express or implied, is or will be given by NAAC, Proximus or TeleSign or any of their respective affiliates, directors, officers, employees or advisers or any other person as to the accuracy or completeness of the information in this Presentation or any other written, oral or other communications transmitted or otherwise made available to any party in the course of its evaluation of a possible Business Combination, and no responsibility or liability whatsoever is accepted for the accuracy or sufficiency thereof or for any errors, omissions, misstatements, negligent or otherwise, relating thereto. The recipient also acknowledges and agrees that the information contained in this Presentation is preliminary in nature and is subject to change, and any such changes may be material. Use of Projections This Presentation contains financial forecasts with respect to certain financial metrics of TeleSign, including, but not limited to, [revenues, gross profit, gross margin, adjusted gross margin, operating expenses, EBITDA, and capital expenditures]. Neither Proximus’ nor NAAC’s independent auditors, nor the independent registered public accounting firm of TeleSign, audited, reviewed, compiled, or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this Presentation. The financial forecasts and projections in this Presentation should not be relied upon as being necessarily indicative of future results. Neither Proximus nor NAAC nor TeleSign undertakes any commitment to update or revise the projections, whether as a result of new information, future events, or otherwise. Furthermore, the financial forecasts and historical numbers included throughout this Presentation have been prepared using generally accepted accounting principles in the United States (“US GAAP”). Because the US GAAP audit was not complete at the time the projections contained herein were prepared, such projections do not take into account certain adjustments that may be made during the audit process, as further discussed below. [In addition, certain projections contained herein relate to results for the year ending December 31, 2021. The US GAAP audit of such results is currently in process. Such results represent projections prepared prior to entry into definitive agreements relating to the proposed Business Combination. Unless otherwise indicated, such results are not intended to represent, and do not represent, audited results for such period or preliminary data resulting from such audit process. Customary reporting processes with respect to such 2021 information have not been completed and TeleSign’s auditors have not completed an audit of such estimates. During the course of the audit and review on TeleSign’s 2021 results, items may be identified that would result in material adjustments as compared to such projections. Accordingly, you should not place undue reliance on such projections.] In this Presentation, certain of the above-mentioned projected information has been repeated (in each case, with an indication that the information is an estimate) and is subject to the qualifications presented herein, for purposes of providing comparisons with historical data. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic, and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Accordingly, there can be no assurance that the prospective forecasts are indicative of the future performance of TeleSign or the combined company after completion of the proposed Business Combination or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information in this Presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved. Cautionary Language Regarding Forward-Looking Statements The Presentation and oral statements made in connection herewith include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included herein, regarding the proposed Business Combination, NAAC’s and Proximus’ ability to consummate the transaction, the benefits of the transaction and TeleSign future financial performance following the transaction, as well as TeleSign’s strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward looking statements. When used herein, including any oral statements made in connection herewith, the words “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “might,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, NAAC, Proximus and TeleSign disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date hereof. NAAC and Proximus caution you that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of NAAC and Proximus. These risks include, but are not limited to, (1) the inability to complete the transactions contemplated by the proposed Business Combination; (2) the inability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, and the ability of the combined business to grow and manage growth profitably; (3) risks related to the rollout of TeleSign’s business and expansion strategy; (4) overall demand for the products offered by TeleSign; (5) the possibility that TeleSign’s technology and products could have undetected defects or errors; (6) the effects of competition on TeleSign’s future business; (7) the inability to successfully retain or recruit officers, key employees, or directors following the proposed Business Combination; (8) the market’s reaction to the proposed Business Combination; (9) TeleSign’s financial performance following the proposed Business Combination; (10) costs related to the proposed Business Combination; (11) changes in applicable laws or regulations; (12) the possibility that the novel coronavirus (“COVID-19”) may hinder Proximus’ ability to consummate the Business Combination; (13) the possibility that COVID-19 may adversely affect the results of operations, financial position and cash flows of TeleSign; (14) the possibility that Proximus or TeleSign may be adversely affected by other economic, business, and/or competitive factors; and (15) other risks and uncertainties indicated from time to time in documents filed or to be filed with the SEC by the companies. Should one or more of the risks or uncertainties described herein and in any oral statements made in connection therewith occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. UNAUDITED FINANCIAL STATEMENTS THE FINANCIAL INFORMATION AND DATA CONTAINED IN THIS PRESENTATION IS UNAUDITED AND DOES NOT CONFORM TO REGULATION S-X. ACCORDINGLY, SUCH INFORMATION AND DATA MAY NOT BE INCLUDED IN, MAY BE ADJUSTED IN, OR MAY BE PRESENTED DIFFERENTLY IN, ANY PROXY STATEMENT/PROSPECTUS OR REGISTRATION STATEMENT TO BE FILED BY NAAC WITH THE SEC. IN ADDITION, ALL TELESIGN HISTORICAL FINANCIAL INFORMATION INCLUDED HEREIN IS PRELIMINARY AND SUBJECT TO CHANGE PENDING FINALIZATION OF THE AUDITS OF THE TARGET AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2020 AND DECEMBER 31, 2019 IN ACCORDANCE WITH PCAOB AUDITING STANDARDS. Use of Non-GAAP Financial Measures This Presentation includes non-GAAP financial measures, including EBITDA and adjusted gross margin. EBITDA is calculated as revenue less cost of goods sold, and operating expenses. Adjusted gross margin is calculated as gross profit plus inventory write downs divided by revenue. Management believes that these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to TeleSign’s financial condition and results of operations. NAAC and Proximus believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends. Management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. Other companies may calculate non-GAAP measures differently, and therefore the non-GAAP measures of TeleSign included in this Presentation may not be directly comparable to similarly titled measures of other companies. © 2022 TeleSign 2 |