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Green Hydrogen Systems Prospectus 7 June 2021 Notice to Investors

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Green Hydrogen Systems Prospectus 7 June 2021 Notice to Investors IMPORTANT NOTICE THIS PROSPECTUS IS AVAILABLE ONLY TO INVESTORS WHO ARE OUTSIDE OF THE UNITED STATES IN ACCORDANCE WITH REGULATION S (“REGULATION S”) UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) AND, IF INVESTORS ARE RESIDENT IN A MEMBER STATE (A “MEMBER STATE”) OF THE EUROPEAN ECONOMIC AREA (THE “EEA”), A QUALIFIED INVESTOR AS DEFINED BY THE PROSPECTUS REGULATION (DEFINED BELOW) OR IF INVES- TORS ARE RESIDENT IN THE UNITED KINGDOM (“THE UK”) A RELEVANT PERSON (AS DEFINED BELOW). IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached prospectus of Green Hydrogen Systems A/S (the “Prospectus”) following this notice, and you are therefore advised to read this disclaimer page carefully before reading, accessing or making any other use of the Prospectus. Recipients of this electronic transmission who intend to purchase the securities described in the Prospectus are reminded that any purchase may only be made on the basis of the information contained in this Prospectus and the pricing statement to be published in connection thereto. In accessing the Prospec- tus, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from the Company and ABG Sundal Collier Denmark, Filial af ABG Sundal Collier ASA, Norge, Carnegie Investment Bank, Filial af Carnegie Investment Bank AB (PUBL), Sverige or J.P. Morgan AG (collectively, the “Managers”) as a result of such access. You acknowledge that the delivery of the Prospectus is confidential and is solely for your information and intended for you only, and you agree you will not distribute, forward, reproduce (in whole or in part), disclose or publish the Prospectus to any other person. IF YOU ARE NOT THE INTENDED RECIPIENT OF THIS ELECTRONIC TRANSMISSION, PLEASE DO NOT DISTRIBUTE OR COPY THE INFORMATION CONTAINED IN THIS ELECTRONIC TRANSMISSION, BUT INSTEAD DELETE AND DESTROY ALL COPIES OF THIS ELECTRONIC TRANSMISSION. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDIC- TION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES, AND THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY IN, INTO OR WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND APPLICABLE STATE AND LOCAL SECURITIES LAWS. THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION OTHER THAN DENMARK. THE PROSPECTUS IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION AND YOU ARE NOT AUTHORIZED TO, AND YOU MAY NOT, FORWARD, DISTRIBUTE OR DELIVER THE PROSPECTUS, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR REPRODUCE THE PROSPECTUS, IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION, DELIVERY OR REPRODUCTION OF THE ATTACHED PROSPECTUS, IN WHOLE OR IN PART, IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE U.S. SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORIZED AND WILL BE UNABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED IN THE PROSPECTUS. The Prospectus and the Offering are only addressed to, and directed at, persons in member states (other than Denmark) of the EEA (each a “Member State”) who are “qualified investors” (“Qualified Investors”) within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (including any relevant delegated regulations) (the “Prospectus Regulation”). The information furnished in the Prospectus must not be acted on or relied upon in any Member State by persons who are not Qualified Investors. Any investment or investment activity to which the Prospectus relates is only available to, and will only be engaged with, Qualified Investors in any Member State. In addition, in the United Kingdom, the Prospectus and any other material in relation to the Offer Shares described herein is for distribution only to, and is directed only at, and any investment or investment activity to which this Prospectus relates is being distributed only to, and is directed only at, persons who are “qualified investors” within the meaning of Article 2 of the Prospectus Green Hydrogen Systems Important notice Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 and who: (i) have professional experience in matters relating to investments falling within the definition of “investment professionals” in Article 19(5) of the Fi- nancial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); (ii) are high net worth bodies corporate, unincorporated associations and partnerships and the trustees of high value trusts, as described in Article 49(2) of the Order; (iii) are persons the Company believes on reasonable grounds to be persons to whom Article 43(2) of the Order applies for these purposes; or (iv) are other persons to whom it may lawfully be communicated (all such persons being referred to in (i), (ii), (iii) and (iv) are defined as “Relevant Persons”). The information furnished in the Prospectus must not be acted on or relied upon in the United Kingdom by persons who are not Relevant Persons. Any investment or investment activity to which the Prospectus relates is only available to, and will only be engaged with, Relevant Persons in the United Kingdom. MIFID PRODUCT GOVERNANCE/PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET EEA Product Governance Requirements Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the securities that are the subject of the Offering have been subject to a product approval process, which has determined that the Offer Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Offer Shares may decline and investors could lose all or part of their investment; the Offer Shares offer no guaranteed income and no capital protection; and an investment in the Offer Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Managers will only procure investors who meet the criteria of professional clients or eligible counterparties (except for a public offering to investors in Denmark conducted pursuant to a separate prospectus that has been approved by and registered with the Danish FSA (in Danish: Finanstilsynet)). For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to, the Offer Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Offer Shares and determining appropriate distribution channels. UK Product Governance Requirements Solely for the purposes of the product governance requirements contained within: (a) Regulation (EU) 600/2014 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (“UK MiFIR”); and (b) the FCA Handbook Product Intervention and Product Governance Sourcebook, (together, the “UK MiFIR Product Governance Rules”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of UK MiFIR) may otherwise have with respect thereto, the Offer Shares have been subject to a product approval process, which has determined that the Offer Shares are: (a) compatible with an end target market of investors who meet the criteria of eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional
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