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The purchase of TFTP shares will not systematically result in a return on investment via dividends, as the Company's purpose is to reinvest the sums received from its subsidiaries, whose business model is based on open source, in new equity investments. The Company's articles of association limit dividend distributions in order to devote the profits made to the fight against climate change (Article 29 of the articles of association).

Indeed, the distribution of dividends is statutorily conditional on the occurrence of the following event: A return of the planet's temperature to 0°C, which is understood as the rise in the average temperature of the planet over the last 30 (thirty) years compared to the average temperature of the pre-industrial era (1850-1900), according to the methodology and data communicated by the IPCC (Intergovernmental Panel on Climate Change) or, failing that, on those of NASA (National Aeronautics and Space Administration). This condition of limiting global warming to 0°C could be met between 2050 and 2100 according to the IPCC's most optimistic scenario so that no dividend would be distributed to shareholders. Any distribution decided in the event that global warming is limited to 0°C will in any event be limited to 30% of distributable profit and will be followed by a general meeting to decide on the dissolution of the Company leading to its liquidation, in accordance with the provisions of article 30.2 of its articles of association.

TFTP's shares will be subject to significant future dilution, as the shares are intended to be systematically issued at par value (without share premium, in accordance with Article 9.1 of the articles of association). Dilution materializes when a company issues new shares (example: during a capital increase).

The dilution affects all existing shareholders who do not buy a portion of the newly issued shares. The result for an existing shareholder is that his share in the capital is reduced. This will impact:

• the voting rights (e.g. to elect the supervisory board and to decide on prior authorizations to be given to the management to make investments); and
• the dividend entitlement, if any, and the capital gain.

As the Company's shares are not intended to be listed and no market is to be organized at the Company's initiative, there is a risk of non-liquidity of the shares subscribed.

Except in the event of succession, liquidation of the joint ownership of assets between spouses or transfer to a spouse, ascendant or descendant, any transfer of shares to a third party, in any manner whatsoever (including by way of universal transmission of assets), is subject to the prior approval of the Management. Any transfer of any nature whatsoever resulting in any third party or shareholder holding directly or indirectly, more than 25% (twenty-five) of the capital or voting rights will be subject to a refusal of approval by the Company.

The transfer of shares does not benefit from any tax advantage for the purchaser.

No statutory or extra-statutory stipulation allows the withdrawal of shareholders from the Company.

The ability to transfer the Company's shares is limited due to the dividend distribution policy.

The Company's shareholders are not entitled to any tax advantage.

The Company's business may generate a risk of losing some or all of the capital invested by its shareholders. This risk is inherent in the Company's business of sourcing, financing, and developing innovations.

Because of the Company's legal form as a Société en Commandite par Actions (Partnership Limited by Shares) and the Articles of Association, the Managers can only be removed by a joint decision of the ordinary General Meeting and the general partner or by the Commercial Court for just cause at the request of any shareholder or the Company. As a reminder, the capital of the general partner, Act for the Planet is held by the Managers of the Company, as well as by TFTP itself.

In addition, this corporate form generates a strong dependence on the general partner due to its veto right on corporate decisions. The Managers' extensive power under the law has been reduced by the articles of association, through limitations on powers (in practice prior authorizations by the Supervisory Board, or even the General Meeting itself) in order, in particular, to reduce the risk of conflicts of interest as much as possible.

Given the significant level of its cash before the realization of equity investments, the Company is exposed to risk in the event of fraud and has set up a financial flow control system to secure its cash, via internal rules of double signature and daily monitoring of bank accounts by several people. In fact, for any transfer above an amount of €50,000, the Company's bank must obtain double validation, via electronic box and personalized code, from at least two Company Managers before making the transfer.

Currently, prior to the completion of the fundraising of this offering, the Company has sufficient net working capital to meet its obligations and cash requirements for the next 12 months.

As the Company has no additional income, its business and financial condition depend on the success of this capital increase. In the event of the economic failure of one or more subsidiaries, there is a risk that the Company will not be profitable. In this event, the Company will have the option of using part of the funds raised to support its subsidiaries in an attempt to achieve longer-term profitability.

As the total expenses that may be incurred are limited by the articles of association to 10% of the funds raised and of the net sales of the previous fiscal year, the Company does not face a risk related to the payment of its expenses.

As the Company has not consumed all of the funds raised in investments or operating expenses (themselves statutorily capped at 10% of the amounts raised and net sales), this provides sufficient cash for the needs of the next 12 months.