Arrival (ARVLF) 20-F/A 2020 FY Annual report (foreign) (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F/A

(Amendment No. 2)

(Mark One)

☐ Registration Statement Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934

☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Fiscal Year Ended December 31, 2020

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

☐ Shell Company Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission file

number 001-40286

ARRIVAL

(Exact Name of Registrant as Specified in Its Charter)

Grand Duchy of Luxembourg

(Jurisdiction of Incorporation or Organization)

1, rue Peternelchen

L-2370 Howald,

Grand Duchy of Luxembourg

(Address of Principal Executive Offices)

Daniel Chin

1, rue Peternelchen

L-2370 Howald,

Grand Duchy of Luxembourg

Telephone: +352 621 266 815

(Name,

Telephone, E-mail and/or

Facsimile Number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on which Registered
Ordinary Shares	ARVL	Nasdaq Stock Market LLC
Warrants	ARVLW	Nasdaq Stock Market LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 606,157,267 Ordinary Shares and 20,112,500 Warrants to purchase Ordinary Shares.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    ☐  Yes    ☒  

No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    ☐  Yes    ☒  

No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    ☒  

Yes

    ☐  No 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    ☒  

Yes

    ☐  No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,

a non-accelerated filer,

or an emerging growth company. See definition of “large accelerated filer, accelerated filer, and emerging growth company” in

Rule 12b-2 of

the Exchange Act.:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Emerging growth company	☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.  ☐

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP   ☐	International Financial Reporting Standards as Issued		Other   ☐
	by the International Accounting Standards Board	☒

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.    

☐

  Item 17    

☐

 Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined

in Rule 12b-2 of

the Exchange Act).    ☐  Yes    ☒  No

Explanatory Note:

Arrival (the “Company”) is filing this Amendment No. 2 (this “Amendment”) to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2020 (the “Original 20-F”), which was filed with the Securities and Exchange Commission (“SEC”) on April 30, 2021 (the “Original Filing Date”), and amended by Amendment No. 1 to the Original 20-F filed with the SEC on May 27, 2021, solely for the purpose of correcting inadvertent typographical errors with respect to: a reference to “Note 17” (which has been corrected to read “Note 16”) regarding adjustments for tax income appearing in the Company’s Condensed Consolidated Statement of Cash Flows for the periods ended December 31, 2020, 2019 and 2018; to Grants Received appearing in the Company’s Condensed Consolidated Statement of Cash Flows; and to a reference to “3 material lease agreements” (which has been corrected to read: “4 material lease agreements”) appearing in the footnote of Note 7 to the Consolidated Financial Statements. This Amendment speaks as of the Original Filing Date, and other than as explicitly set forth herein, does not reflect any events that may have occurred subsequent to the Original Filing Date, and does not modify or update in any way any disclosures made in the Form 20-F except as set forth in this explanatory note.

TABLE OF CONTENTS

PART III
Item 18: Financial Statements	1
Item 19: Exhibits	1
EXHIBIT INDEX	1

i

PART III

Item 18: Financial Statements

The following financial statements, together with the report of KPMG LLP thereon, are filed as part of this annual report:

1

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
ARRIVAL LUXEMBOURG SARL
Audited Financial Statements
Report of Independent Registered Public Accounting Firm		F-4
Consolidated Statement of Profit or Loss and Other Comprehensive Income for the years ended December 31, 2020, 2019 and 2018		F-5
Consolidated Statement of Financial Position as of December 31, 2020 and 2019		F-6
Consolidated Statement of Changes in Equity for the years ended December 31, 2020 and 2019		F-7
Consolidated Statement of Cash Flows for the years ended December 31, 2020, 2019 and 2018		F-8
Notes to the Consolidated Financial Statements		F-9
ARRIVAL
For the period from October 27, 2020 (inception) through December 31, 2020
Audited Financial Statements
Report of Independent Registered Public Accounting Firm		F-58
Consolidated Statement of Profit or Loss and Other Comprehensive Income for the period from October 27, 2020 through December 31, 2020		F-59
Consolidated Statement of Financial Position as of December 31, 2020		F-60
Consolidated Statement of Changes in Equity for the period from October 27, 2020 through December 31, 2020		F-61
Consolidated Statement of Cash Flows for the period from October 27, 2020 through December 31, 2020		F-62
Notes to the Consolidated Financial Statements		F-63

F-1

Arrival Luxembourg S.à r.l.

(previously named: Arrival S.à r.l.)

Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

with the report of the Independent Registered Public

Accounting Firm

F-2

Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

C O N T E N T S

	Page
Report of independent registered public accounting firm	F-4
Consolidated statement of profit or (loss) and other comprehensive (loss)/income	F-5
Consolidated statement of financial position	F-6
Consolidated statement of changes in equity	F-7
Consolidated statement of cash flows	F-8
Notes to the consolidated financial statements	F-9 - F-55

F-3

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

Arrival Luxembourg S.à r.l.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated Statement of financial position of Arrival Luxembourg S.à r.l. (previously Arrival S.a r.l.) and its subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of profit or (loss) and other comprehensive (loss)/income, changes in equity, and cash flows for each of the years in the

three-year

period ended December 31, 2020, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the

three-year

period ended December 31, 2020, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Change in accounting principle

As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019 due to the adoption of IFRS 16 Leases.

As discussed in Note 2 to the consolidated financial statements, the Company has elected to change its method of accounting for grants as of January 1, 2020.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ KPMG LLP

We have served as the Company’s auditor since 2020.

London, United Kingdom

April 30, 2021

F-4

Arrival Luxembourg S.à r.l.

Consolidated statement of profit or (loss) and other comprehensive (loss)/income

For the years ended December 31, 2020, 2019 and 2018

In thousands of euro			2020			2019			2018
	Note
Continuing Operations
Administrative expenses		19C		(75,133	)		(31,392	)		(16,769	)
Research and development expenses		19C		(17,947	)		(11,149	)		(6,219	)
Impairment expense		19C		(391	)		(4,972	)		(9,347	)
Other income		19A		2,362			2,583			1,167
Other expenses		19B		(6,853	)		(6,911	)		(13	)
Operating loss				(97,962	)		(51,841	)		(31,181	)
Finance income		20		2,703			51			140
Finance expense		20		(5,758	)		(3,235	)		(99	)
Net finance expense				(3,055	)		(3,184	)		41
Loss before tax				(101,017	)		(55,025	)		(31,140	)
Tax income		16A		17,802			6,929			951
Loss for the year				(83,215	)		(48,096	)		(30,189	)
Attributable to:
Owners of the Company				(83,215	)		(48,096	)		(30,189	)
Earnings per share (presented in euro)		14
Basic earnings per share				(0.09	)		(0.05	)		(0.03	)
Diluted earnings per share				(0.09	)		(0.05	)		(0.03	)

Consolidated Statement of other comprehensive (loss)/income

Loss for the year		(83,215	)	(48,096	)	(30,189	)
Items that may be reclassified subsequently to the consolidated statement profit or (loss)
Exchange differences on translating foreign operations	13C	(7,757	)	4,894		(554	)
Total other comprehensive (loss)/income		(7,757	)	4,894		(554	)
Total comprehensive loss for the year		(90,972	)	(43,202	)	(30,743	)
Attributable to:
Owners of the Company		(90,972	)	(43,202	)	(30,743	)

The accompanying notes are an integral part of these financial statements

F-5

Arrival Luxembourg S.à r.l.

Consolidated statement of financial position

As at December 31, 2020 and 2019

In thousands of euro		2020			2019
ASSETS
Non-Current Assets	Note
Property, plant and equipment	7		112,719			34,947
Intangible assets and goodwill	8		171,726			84,250
Deferred tax asset	16B		1,134			159
Trade and other receivables	10A		10,786			8,209
Total Non-Current Assets			296,365			127,565
Current Assets
Inventory	11		11,820			5,716
Loans to executives	22,25		4,244			—
Trade and other receivables	10B		51,424			8,509
Prepayments			18,956			4,733
Cash and cash equivalents	12		67,080			96,644
Total Current Assets			153,524			115,602
TOTAL ASSETS			449,889			243,167
EQUITY AND LIABILITIES
Capital and reserves
Share capital	13A		239,103			227,333
Share premium	13B		288,539			139,752
Other reserves	13C		51,425			7,035
Accumulated deficit			(258,756	)		(174,875	)
Total Equity			320,311			199,245
Non-Current Liabilities
Deferred tax liability	16B		2,750			—
Loans and borrowings	15		87,907			19,943
Total Non-Current Liabilities			90,657			19,943
Current Liabilities
Current tax liabilities			501			124
Loans and borrowings	15		4,255			3,045
Trade and other payables	17		34,165			20,810
Total Current Liabilities			38,921			23,979
TOTAL EQUITY AND LIABILITIES			449,889			243,167

The accompanying notes are an integral part of these financial statements

F-6

Arrival Luxembourg S.à r.l.

Consolidated statement of changes in equity

For the years ended December 31, 2020, 2019 and 2018

In thousands of euro	Note		Share capital		Share premium			Accumulated deficit			Other reserves*			Total equity
Balance at January 1, 2020				227,333		139,752			(174,875	)		7,035			199,245
Loss for the year				—		—			(83,215	)		—			(83,215	)
Other comprehensive income				—		—			—			(7,757	)		(7,757	)
Transactions with shareholders				227,333		139,752			(258,090	)		(722	)		108,273
Capital increase		13		11,770		148,787			—			—			160,557
Restrictive Share Plan to employees		13,10 A		—		—			—			27,400			27,400
Equity-settled share-based payments		21		—		—			—			24,747			24,747
Business combination under common control				—		—			(666	)		—			(666	)
Balance at December 31, 2020				239,103		288,539			(258,756	)		51,425			320,311
Unadjusted balance at January 1, 2019				16		116,160			(68,361	)		2,141			49,956
Changes in accounting policy to reflect IFRS 16				—		—			(475	)		—			(475	)
Balance at January 1, 2019				16		116,160			(68,836	)		2,141			49,481
Loss for the year				—		—			(48,096	)					(48,096	)
Other comprehensive income				—		—			—			4,894			4,894
Transactions with shareholders				16		116,160			(116,932	)		7,035			6,279
Capital increase		13		7,333		243,576			—			—			250,909
Conversion of share premium to share capital		13		219,984		(219,984	)		—			—			—
Business combination under common control				—		—			(57,943	)		—			(57,943	)
Balance at December 31, 2019				227,333		139,752			(174,875	)		7,035			199,245
Balance at January 1, 2018				16		71,607			(38,172	)		2,695			36,146
Loss for the year				—		—			(30,189	)		—			(30,189	)
Other comprehensive loss				—		—			—			(554	)		(554	)
Transactions with shareholders				16		71,607			(68,361	)		2,141			5,403
Capital increase		12		—		44,553			—			—			44,553
Balance at December 31, 2018				16		116,160			(68,361	)		2,141			49,956

* Other reserves comprise of translation reserves and equity reserves which are not distributable (see note 13).

The accompanying notes are an integral part of these financial statements

F-7

Arrival Luxembourg S.à r.l.

Consolidated Statement of Cash Flows

For the years ended December 31, 2020, 2019 and 2018

In thousands of euro			2020			2019			2018
	Note					Restated*			Restated*
Cash flows used in operating activities
Loss for the year				(83,215	)		(48,096	)		(30,189	)
Adjustments for:
•   Depreciation/Amortization		7,8,19		9,652			4,770			2,120
•   Impairment losses and write -offs		8,10,19		397			4,972			9,347
•   Net unrealised foreign exchange differences				40			105			(141	)
•   Net finance interest		20		2,180			2,524			(94	)
•   Employee share scheme		19C,21		9,326			—			—
•   Profit on disposal of fixed assets		19A,19B		—			(542	)		—
•   Profit from the modification of lease		19A		(1,036	)		(64	)		—
•   Deferred taxes		16		1,621			(65	)		(1,108	)
•   Tax income		16		(19,423	)		(6,864	)		157
Cash flows used in operations before working capital changes				(80,458	)		(43,260	)		(19,908	)
(Increase)/decrease in trade and other receivables				(4,545	)		(4,803	)		3,128
Increase/(decrease) in trade and other payables				9,736			9,317			(1,652	)
(Increase) of inventory				(6,191	)		(3,413	)		(1,067	)
Cash flows used in operations				(81,458	)		(42,159	)		(19,499	)
Income tax and other taxes received/(paid)				4,108			6,973			(118	)
Interest received				24			51			94
Net cash used in operating activities				(77,326	)		(35,135	)		(19,523	)
Cash flows from investing activities
Acquisition of intangible assets and goodwill		8		(80,684	)		(38,484	)		(19,334	)
Acquisition of property, plant and equipment		7		(9,844	)		(6,054	)		(3,182	)
Grants received				1,067			844			0
Prepayments for tangible and intangible assets				(17,350	)		(4,644	)		(889	)
Cash received on acquisition of entities, net of consideration paid		9		117			486			—
Proceeds from the sale of fixed assets				6			—			—
Loans granted				—			(490	)		(2,509	)
Net cash used in investing activities				(106,688	)		(48,342	)		(25,914	)
Cash flows from financing activities
Issuance of Preferred A shares		13		160,500			100,000			—
Contribution of Kinetik to the share premium of the Company without the issuance of any shares		13		—			81,911			41,052
Proceeds from borrowings				12,396			—			—
Repayment of borrowings				(12,396	)		—			—
Repayment of interest				(51	)		—			—
Repayment of lease liabilities		15		(6,695	)		(3,287	)		—
Net cash from financing activities				153,754			178,624			41,052
Net increase/(decrease) in cash and cash equivalents				(30,260	)		95,147			(4,385	)
Cash and cash equivalents at January 1		12		96,644			1,053			5,476
Effects of movements in exchange rates on cash held				696			444			(38	)
Cash and cash equivalents at December 31				67,080			96,644			1,053

* Restated to reflect reclassification of cash flows described in note 2

The accompanying notes are an integral part of these financial statements

F-8

Arrival Luxembourg S.à r.l.

Notes to the consolidated financial statements

For the years ended December 31, 2020, 2019 and 2018

1. INCORPORATION AND PRINCIPAL ACTIVITIES

General

Arrival Luxembourg S.à r.l. (the “Company” or the “Group” if together with its subsidiaries, previously named Arrival S.à r.l.) was incorporated in Luxembourg on October 15, 2015 as a Société à responsabilité limitée. The Company has its registered address at 1, rue Peternelchen,

L-2370

Howald, Luxembourg and is registered at the Luxembourg Commercial Register under number R.C.S Luxembourg n° 200789. The Company is a subsidiary of Kinetik S.à r.l. (“Kinetik”), a company with a registered address at 1, rue Peternelchen,

L-2370

Howald, Luxembourg and is registered at the Luxembourg Commercial Register under number R.C.S Luxembourg n° 191311, which is the majority shareholder of the Group.

The Company signed a Business Combination Agreement on November 18, 2020 in contemplation of a planned merger (the ‘Merger’) which completed on March 24, 2021 ahead of a listing on NASDAQ of the newly merged Arrival group on March 25, 2021.

Arrival Group S.A. (now known as ‘Arrival’) was incorporated on October 27, 2020 to effect the merger transaction and as described in the subsequent events Note 25, the Shareholders of Arrival Luxembourg S.à r.l. contributed their shares in Arrival Luxembourg S.a.r.l in exchange for shares in Arrival, making Arrival the parent company of Arrival Luxembourg S.a r.l. and its subsidiaries.

Principal activities

The Group’s principal activity is the research & development (“R&D”) and design of electric commercial vehicles, electric vehicle components, robotic manufacturing processes for electric vehicles and associated software. The Group’s main operations are in the United Kingdom, United States, Germany and Russia.

2. BASIS OF PREPARATION

The Group’s financial year is from January 1 to December 31, which is also the annual closing date of the individual entities’ financial statements which have been incorporated into the Group’s consolidated financial statements.

Statement of compliance

The consolidated financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

These consolidated financial statements were approved and authorised for issue by the Board of Directors (the “Board”) on April 30, 2021.

Basis of measurement

The consolidated financial statements have been prepared under historical cost basis.

Going concern

The consolidated financial statements have been prepared on a going concern basis.

F-9

Arrival Luxembourg S.à r.l.

Notes to the consolidated financial statements

For the years ended December 31, 2020, 2019 and 2018

2. BASIS OF PREPARATION 

(continued)

Going concern 

(continued)

In determining the appropriate basis of preparation for the consolidated financial statements for the years ended December 31, 2020, 2019 and 2018 the Board is required to consider whether the Group will be able to operate within the level of available cash and funding for the foreseeable future, being a period of at least 12 months following the approval of the consolidated financial statements.

The Company was incorporated in October 2015 and has a limited operating history and expects to incur significant expenses and continuing losses for the foreseeable future. The Group has not yet manufactured or sold any production vehicles to customers so has generated no revenue to date. As the Group attempts to transition from research and development activities to commercial production and sales, there is a degree of uncertainty in preparing the Group’s forecasts and the Group has limited insight into trends that may emerge and affect the Group’s business. The estimated costs and timelines that the Group has developed to reach full scale commercial production are subject to inherent risks and uncertainties involved in the transition from a

start-up

company focused on research and development activities to the large-scale manufacture and sale of vehicles. There can be no assurance that the Group’s estimates related to the costs and timing necessary to complete design and engineering of its electric vehicles and to tool its microfactories will prove accurate. These are complex processes that may be subject to delays, cost overruns and other unforeseen issues.

For example, the tooling required within the Group’s microfactories may be more expensive to produce than predicted, or have a shorter lifespan, resulting in additional replacement and maintenance costs, particularly relating to composite panel tooling. Similarly, the Group may experience higher raw material waste in the composite process than it expects, resulting in higher operating costs and hampering its ability to be profitable.

The Board concluded that it is appropriate to adopt the going concern basis, having undertaken an assessment of the financial forecast, key uncertainties and sensitivities, including any potential impact of

COVID-19.

The forecast prepared to April 30, 2022, demonstrates that the Group has adequate funds through funding from its immediate parent company, Arrival (‘the parent company’) to commence the

build-out

of factories for buses planned in 2021, and vans planned in 2022, as well as to invest in R&D product development throughout the period and to procure materials sufficient to produce the planned trial bus fleet for customer development ahead of commercial launch in 2022.

Despite the high level of uncertainty as to how the

COVID-19

pandemic might evolve over 2021,

COVID-19

has had limited impact on the Group with sites having remained open for critical onsite engineering tasks and the remainder of the Company having continued to work remotely. The Group has seen some impact of the pandemic in the efficiency of the supply chain as certain suppliers have had to adjust production timescales through the lockdown, however, the Group has mitigated this where possible by bringing activities

in-house

and adjusting schedules for prototype vehicle development where this has not been possible with no significant impact overall on the Business Plan. Notwithstanding this there is a higher degree of uncertainty than would usually be the case in making the key judgements and assumptions that underpin the Board’s financial forecasts.

As described in subsequent events note 25, since the year end the Shareholders of the Group have contributed their shares in the Group to Arrival in exchange for shares in Arrival, making Arrival the parent company of the Group. Following the successful completion of the merger transaction with CIIG Merger Corporation, which

F-10

Arrival Luxembourg S.à r.l.

Notes to the consolidated financial statements

For the years ended December 31, 2020, 2019 and 2018

2. BASIS OF PREPARATION 

(continued)

Going concern 

(continued)

occurred on March 25, 2021, Arrival became listed on NASDAQ and raised USD 611,518,000 net of all transaction expenses. The Group relies on the support of its new parent company to fund its ongoing operations.

Having performed a sensitivity analysis over the costs of setting up the microfactories and costs of raw materials, the Board has concluded that in the forecasts in a severe but plausible downside scenario there is still sufficient cash available from its parent company to fund its operations in the forecast period. Those forecasts are dependent on the parent company providing financial support during that period. The parent company has indicated its intention to make available such funds as are needed by the Group for the period covered by the forecasts. As with any Group placing reliance on other group entities for financial support, the Directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so.

The Board is confident that the Group has sufficient funds to continue to be able to realise its assets and discharge its liabilities as they fall due for a period of at least 12 months from the date of approval of the financial statements and therefore the financial statements have been prepared on a going concern basis.

Functional and presentation currency

The consolidated financial statements are presented in euro (EUR) which is the functional currency of the Company, rounded to the nearest thousand, unless otherwise stated.

Restatement of cash flow statement

The Group identified errors in the statement of cash flows for the years ended December 31, 2019 and 2018 relating to prepayments of intangible assets of EUR 4,644 and EUR 889, and grants received for the development of intangible assets of EUR 844 and NaN, which were previously included as cash flows from operating activities and have been reclassified as cash flows from investing activities. This reclassification had no impact on the Company’s operating results or financial positions for the respective years.

Adoption of new and revised International Financial Reporting Standards

The following Standards, Amendments to Standards and Interpretations have been issued and adopted by the Group as of the effective date.

Effective date	New standards or amendments
January 1, 2020	Amendments to References to Conceptual Framework in IFRS Standards
	IFRS 3 – Definition of a Business
	IAS 1 and IAS 8 – Definition of Material
	IFRS 9, IAS 39 and IFRS 7 – Interest rate benchmark Reform
June 1, 2020	Amendments to IFRS 16 Leases COVID-19 – Related Rent Concessions
January 1, 2019	IFRIC 23 – Uncertainty over Tax Treatments
	IFRS 16 – Leases
	IFRS 9 – Prepayments Features with Negative Compensation
	Annual improvements to IFRSs 2015-2017 Cycle (Amendments to IFRS3, IFRS 11, IAS 12 and IAS 23)

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Arrival Luxembourg S.à r.l.

Notes to the consolidated financial statements

For the years ended December 31, 2020, 2019 and 2018

2. BASIS OF PREPARATION 

(continued)

Adoption of new and revised International Financial Reporting Standards 

(continued)

The Group had to change its accounting policies as a result of adopting IFRS 16 (see note 3 – Leases). The Group elected to adopt these new rules applying the modified retrospective approach effect. The cumulative effect of adopting IFRS 16 is recognised as an adjustment to the opening balance of retained earnings as of January 1, 2019, with no restatement of comparative information.

All other new standards and the amendments listed above did not have any impact on the amounts recognised in prior periods and have not materially affected the current consolidated financial statements.

Analysis on the New Standards adopted by the Group:

Implementation of Standard that has an impact on the consolidated financial statements

• IFRS 16 “Leases”

IFRS 16 replaces existing leases guidance including IAS 17 Leases, IFRIC 4 Determining whether an Arrangement contains a Lease,

SIC-15

Operating Leases – Incentives and

SIC-27

Evaluating the Substance of Transactions Involving the Legal Form of a Lease. The standard introduces a single,

on-

balance sheet lease accounting model for lessees. IFRS 16 applies a control model to the identification of leases, distinguishing between leases and service contracts on the basis of whether there is an identified asset controlled by the customer. The previous distinction between operating and finance leases is removed for lessees. Instead, a lessee recognised a

right-of-use

asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. There are recognition exemptions for short-term leases and leases of low value items.

On transition to IFRS 16, the Group recognised additional

right-of-use

assets, and additional lease liabilities, recognising the difference in retained earnings. The Group has used a number of practical expedients when applying IFRS 16 to leases previously classified as operating leases under IAS 17. In particular, the Group did not recognise

right-of-use

assets and liabilities for leases for which the lease term ends within 12 months of the date of initial application. In addition, we excluded initial direct costs from the measurement of the

right-of-use

asset as at the date of initial application and the Group used hindsight when determining the lease terms.

On transition to IFRS, the Group elected to apply the practical expedient to grandfather the assessment of which transactions are leases. The Group applied IFRS 16 only to contracts that were previously identified as leases. Contracts that were not identified as leases under IAS 17 and IFRC 4 were not reassessed for whether there is a lease under IFRS 16.

The impact on transition is summarised below:

In thousands of euro	January 1, 2019
The impact at transition
Right of use assets – property plant and equipment		5,720
Lease liability		(6,195	)
Retained earnings		475

The Group initially applied IFRS 16 at January 1, 2019, using the modified retrospective approach. Under this approach, comparative information is not restated and the cumulative effect of initially applying IFRS 16 is recognised in retained earnings at the date of initial application.​​​​​​​

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Arrival Luxembourg S.à r.l.

Notes to the consolidated financial statements

For the years ended December 31, 2020, 2019 and 2018

2. BASIS OF PREPARATION 

(continued)

Adoption of new and revised International Financial Reporting Standards 

(continued)

• IFRS 16 “Leases” (continued)

In thousands of euro
Lease liabilities at transition
Operating lease commitments at December 31, 2018 as disclosed under IAS 17	14,847
Discounted using the incremental borrowing rate at January 1, 2019*	6,195
Lease liabilities recognised at January 1, 2019	6,195

* When measuring lease liabilities for leases that were classified as operating leases, the Group discounted the lease payments using its incremental borrowing rate at January 1, 2019. The weighted average of the incremental borrowing rate applied to the lease liabilities was 18.3%.

The following Standards, Amendments to Standards and Interpretations have been issued but are not effective for the year ended December 31, 2020:

January 1, 2021	IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 – Interest Rate Benchmark Reform – Phase 2
January 1, 2022	IFRS 3 – Amendments to References to Conceptual Framework
January 1, 2022	IAS 16 – Proceeds before intended use
January 1, 2022	IAS 37 – Cost of fulfilling a contract
January 1, 2023	IAS 1 – Classification of Liabilities as Current or Non-Current
January 1, 2023	IFRS 17 – Insurance Contracts
Available for optional adoption/effective date deferred indefinitely	IFRS 10 and IAS 28 – Sale or Contribution of Assets between Investor and its Associate or Joint Venture

The above-mentioned new standards, amendments and interpretations are not expected to have a significant impact on the consolidated financial statements.

3. SIGNIFICANT ACCOUNTING POLICIES

Basis of consolidation

a) Subsidiary companies

Subsidiaries are all the entities controlled by the Group. Control exists where the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity.

The Group also assesses the existence of control when it does not hold more than 50% of the voting rights but is able to govern the financial and operating policies by virtue of

de-facto

control.

De-facto

control may arise in circumstances where the size of the Group’s voting rights relative to the size and dispersion of other shareholders participation, give to the Group the power to govern the financial and operating policies of an entity.

Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are

de-consolidated

from the date that control ceases.

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Arrival Luxembourg S.à r.l.

Notes to the consolidated financial statements

For the years ended December 31, 2020, 2019 and 2018

3. SIGNIFICANT ACCOUNTING POLICIES 

(continued)

Basis of consolidation 

(continued)

b) Business combinations

The Group accounts for business combinations using the acquisition method when control is transferred to the Group. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. Acquisition-related costs are expensed in the consolidated statement ofprofit or (loss) and other comprehensive (loss)/income as incurred.

If the business combination is achieved in stages, the fair value at the acquisition date of the interest previously held by the Group is valued again at fair value at the acquisition date through consolidated statement ofprofit or (loss) and other comprehensive (loss)/income.

Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is considered as an asset or liability is recognised in accordance with IAS 39 either in the consolidated statement ofprofit or (loss) or as a change to the consolidated statement of other comprehensive (loss)/income. Contingent consideration classified as equity is not remeasured and its subsequent settlement is recognised in equity.

Goodwill is measured as the excess of the sum of the consideration transferred and the fair value of the amount of any

non-controlling

interests in the acquiree, over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If the consideration price is lower than the fair value of the net assets of subsidiaries acquired, the excess is recognised in consolidated statement ofprofit or (loss) and other comprehensive (loss)/income.

Business combinations involving entities under common control are recognised as follows: all assets and liabilities are recorded at book value and the difference between the cost of investment and net equity of the entity acquired is recorded as an equity transaction in the statement of changes in equity.

A list of the subsidiary companies of the Group are:

The Group	Country of registration	Participation in share capital						Principal activity and status
		2020			2019
		%			%
Arrival Ltd	UK		100	%		100	%	R&D
Arrival Nominees Ltd	UK		—			—		Dissolved – February 5, 2019
Arrival Software Ltd	UK		—			80	%	Dissolved – January 14, 2020
Sim-ply Designed Ltd	UK		—			—		Dissolved – May 7, 2019
Arrival One Ltd	UK		—			—		Dissolved – March 26, 2019
Arrival Robotics Ltd (previously named TRA Robotics Ltd)	UK		100	%		100	%	R&D
Arrival R Ltd (previously named Roborace Ltd)	UK		100	%		100	%	R&D
Arrival M Ltd (previously named Cybernation Ltd)	UK		—			100	%	Dissolved – September 22, 2020
Arrival Jet Ltd	UK		100	%		100	%	R&D
Arrival Elements Ltd	UK		—			100	%	Dissolved – March 3, 2020
Roborace Ltd	UK		100	%		—		R&D
Arrival Management Systems Ltd	UK		—			100	%	Dissolved – January 14, 2020

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Arrival Luxembourg S.à r.l.

Notes to the consolidated financial statements

For the years ended December 31, 2020, 2019 and 2018

3. SIGNIFICANT ACCOUNTING POLICIES 

(continued)

Basis of consolidation 

(continued)

b) Business combinations (continued)

The Group	Country of registration	Participation in share capital						Principal activity and status
		2020			2019
		%			%
Arrival Automotive UK Ltd	UK		100	%		100	%	Manufacturing
Arrival Solutions UK Ltd	UK		100	%		—		Services
Arrival Mobility Ltd	UK		100	%		100	%	Services
Arrival Vault UK Ltd	UK		100	%		—		Services
Arrival Elements B.V.	NL		100	%		100	%	Distributor
Arrival USA Inc (previously named Roborace Inc)	US		100	%		100	%	R&D
Arrival Automotive USA Inc	US		100	%		100	%	Manufacturing
ARSNL Merger Sub Inc	US		100	%		—		Holding
Roborace Inc	US		100	%		—		R&D
Arrival Solutions USA Inc	US		100	%		—		Services
Arrival Automotive PTE Ltd	SGP		100	%		100	%	Acquisition and holding of participating interests
Arrival RUS LLC (previously named Arrival Software LLC)	Russia		100	%		100	%	R&D
Arrival Robotics LLC (previously named TRA Robotics LLC)	Russia		100	%		100	%	R&D
Arrival Germany GmbH	GER		100	%		100	%	R&D
Arrival Automotive Germany GmbH	GER		100	%		100	%	Manufacturing
Arrival Solutions Germany GmbH (previously named Cybernation Germany GmbH)	GER		100	%		—		Services
Arrival Israel Ltd	IL		100	%		100	%	R&D
Arrival LT UAB	LT		100	%		—		R&D
Arrival (previously named Arrival Group S.A.)	Lux		100	%		—		Holding

c) Transactions eliminated at consolidation

Intergroup balances and any recognised gains and losses or income and expenses arising from intergroup transactions are eliminated during the preparation of the consolidated financial statements. Unrealised gains arising from transactions with associate companies are eliminated to the extent of the Group’s interest in the net assets of the associate company. Unrealised losses are eliminated in the same way, but only to the extent that there is no evidence for impairment.

Foreign currencies

1. Foreign currency transactions

Transactions in foreign currencies are translated to the functional currency of the Company at the average rate of the year. Monetary assets and liabilities denominated in foreign currencies are translated to the functional currency of the Company at the exchange rate at the reporting date.

Non-monetary

assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined.

Non-monetary

items that are measured based on historical cost in a foreign

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Arrival Luxembourg S.à r.l.

Notes to the consolidated financial statements

For the years ended December 31, 2020, 2019 and 2018

3. SIGNIFICANT ACCOUNTING POLICIES 

(continued)

Foreign currencies 

(continued)

currency are translated at the exchange rate at the date of the transaction. Foreign currency differences are generally recognised in consolidated statement ofprofit or (loss) and other comprehensive (loss)/income.

2. Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into Euro at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into Euro at the average rate of the year.

Foreign currency differences are recognised in Other Comprehensive Income (“OCI”) and accumulated in the translation reserve, except to the extent that the translation difference is allocated to

Non-Controlling

Interest (“NCI”).

When a foreign operation is disposed of in its entirety or partially such control, significant influence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to consolidated statement ofprofit or (loss) and other comprehensive (loss)/income. as part of the gain or loss on disposal. If the Group disposes of part of its interest in a subsidiary but retains control, then the relevant proportion of the cumulative amount is reattributed to NCI. When the Group disposes of only part of an associate or joint venture while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to consolidated statement ofprofit or (loss) and other comprehensive (loss)/income.

Foreign exchange gains and losses are presented netted in the consolidated financial statements

The rates applied to convert the foreign currencies into EUR are presented in the following table:

		Consolidated Balance Sheet Closing rates				Consolidated Statement of profit or (loss) and other comprehensive (loss)/income Average rates
		2020		2019		2020		2019		2018
British Pounds	GBP		1.11234705		1.17536436		1.12440301		1.14171543		1.12873080
Russian Rubles	RUB		0.01093289		0.01429464		0.01187300		0.01384692		0.01348233
US Dollar	USD		0.81492950		0.89015489		0.87183958		0.89329581		0.84794867
Singapore Dollar	SGD		0.61659884		0.66176957		0.63344594		0.6556159		0.64139567
Israeli Shekel	ILS		0.25350470		0.25743339		0.25488151		0.25138208		—

If the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely to occur in the foreseeable future, the foreign currency differences arising from such items form part of the net investment in the foreign operation. Accordingly, such differences are recognised in OCI and accumulated in the translation reserve.

Property, plant and equipment

Each class of property, plant and equipment is carried at cost less, where applicable, any accumulated depreciation and impairment.

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Arrival Luxembourg S.à r.l.

Notes to the consolidated financial statements

For the years ended December 31, 2020, 2019 and 2018

3. SIGNIFICANT ACCOUNTING POLICIES 

(continued)

Property, plant and equipment 

(continued)

The depreciation rates for property, plant and equipment are as follows:

	Depreciation method		Depreciation Rate
Plant and machinery		Straight line		20	%
Furniture & Fittings		Straight line		20	%
Computer equipment		Straight line		33	%
Motor vehicles		Straight line		20	%

At the end of each annual reporting period, the depreciation method, useful life and residual value of each asset is reviewed. Any revisions are accounted for prospectively as a change in estimate.

When an asset is disposed, the gain or loss is calculated by comparing proceeds received with its carrying amount and is taken to consolidated statement ofprofit or (loss) and other comprehensive (loss)/income.

Assets that have been acquired but are not available for use are not depreciated. Leasehold improvements under construction are also not depreciated.

Leasehold improvements that are available for use are depreciated over the shorter of their useful economic life and the duration of the lease.

The right of use of assets for leases is depreciated over the shorter of their useful economic life and the duration of the lease.

Depreciation amount is presented in administration expenses. Depreciation of assets used in the development of products is capitalised (see note 19C).

Intangible fixed assets and goodwill

Intangible fixed assets are valued at purchase price including the expenses incidental thereto or at production cost, less accumulated amortisation and accumulated impairment losses. Where factors, such as technological advancement or changes in market price, indicate that the residual value or useful life have changed, the residual value, useful life or amortisation rate are amended prospectively to reflect the new circumstances. The assets are reviewed for impairment if the above factors indicate that the carrying amount may be impaired.

Expenditure on research activities is recognised in the consolidated statement ofprofit or (loss) and other comprehensive (loss)/income as an expense as incurred. Expenditure on development activities may be recognised as assets under construction if the product or process is technically and commercially feasible and the Group intends and has the technical ability and sufficient resources to complete development, future economic benefits are probable and if the Group can measure reliably the expenditure attributable to the intangible asset during its development.

Assets under construction involve design for, construction or testing of the production of a new or substantially improved products or processes. The expenditure recognised includes the cost of materials, direct labour, an

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Arrival Luxembourg S.à r.l.

Notes to the consolidated financial statements

For the years ended December 31, 2020, 2019 and 2018

3. SIGNIFICANT ACCOUNTING POLICIES 

(continued)

Intangible fixed assets and goodwill 

(continued)

appropriate proportion of overheads and borrowing costs. Other development expenditure is recognised in the consolidated statement ofprofit or (loss) and other comprehensive (loss)/income as an expense as incurred. There will be no amortisation until the asset is completed. Capitalised development expenditure is stated at cost less accumulated impairment losses.

Intangible assets are amortised as follows:

	Amortisation method	Amortisation Rate
Trademarks and Patents	Straight line	10 years
Software	Straight line	33.33% or over the period which any licenses cover

The amortisation of intangible assets is presented in administration expenses. Goodwill is not amortised.

In a business combination, goodwill represents the excess of the consideration paid over the fair value of the net identifiable assets, liabilities and contingent liabilities of the entity acquired.

Goodwill is stated at cost, less accumulated impairment losses.

Goodwill impairment testing is performed annually or more frequently if events or changes in circumstances indicate possible impairment. The carrying amount of goodwill is compared with its recoverable amount which is the higher of the value in use and the fair value less cost to sell.

Trade and other receivables

Trade and other receivables without significant financing components are initially measured at the transaction price. Other receivables which have significant financing components, are initially measured at fair value plus transaction costs that are directly attributable to the acquisition or issue.

The amount of provision for trade and other receivables represents the difference between the carrying amount and the recoverable amount, which is equal to the present value of the estimated cash flow.

Amounts receivable in more than one year are presented in

non-current

assets and they are measured at amortised cost.

Financial Assets

The Group classifies its financial assets as assets measured at amortised cost. Financial assets measured at amortised cost are held under the business model that is aimed at collecting contractual cash-flows. The cash-flows of the financial assets relate solely to payments of the principal and interest on the principal amount.

Financial assets recognised at amortised cost are initially measured at fair value less costs that are directly attributable to the acquisition or issue of the financial asset. Subsequently they are adjusted to the payments

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Arrival Luxembourg S.à r.l.

Notes to the consolidated financial statements

For the years ended December 31, 2020, 2019 and 2018

3. SIGNIFICANT ACCOUNTING POLICIES 

(continued)

Financial Assets 

(continued)

received and the cumulative amortisation of any difference between the original amount and the amount repayable at maturity, using the effective interest method over the term of the financial asset. Interest income from these financial assets is included in finance income. When there is a difference between the fair value and the amount of the transaction at initial recognition, this difference is recognised in finance income or expenses in the consolidated statement of profit or (loss) and other comprehensive (loss)/income.​​​​​​​

Measurement of fair value

The Group has an established control framework with respect to the measurement of fair values. This includes a valuation team that has overall responsibility for overseeing all significant fair value measurements, including Level 3 fair values, and reports directly to the chief financial officer.

The valuation team regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values, then the valuation team assesses the evidence obtained from the third parties to support the conclusion that these valuations meet the requirements of the Standards, including the level in the fair value hierarchy in which the valuations should be classified. Significant valuation issues are reported to the those charged with Governance.

When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

— Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

— Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

— Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

Inventories

Inventories are measured at the lower of cost and net realisable value. Cost of inventory is determined using the

first-in-first-out

basis and is net of any rebates and discounts received. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs to make the sale. At the reporting date inventory is written down through an obsolescence provision if necessary. When such provision is recognised it is presented in the Research and Development expenses in the consolidated statement ofprofit or (loss) and other comprehensive (loss)/income.

Cash and cash equivalents and Cash flow statement

Cash and cash equivalents, for the purpose of preparing the statement of cash flows, comprise cash in hand and at banks and short-term deposits expiring not more than three months after the acquisition date.

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Arrival Luxembourg S.à r.l.

Notes to the consolidated financial statements

For the years ended December 31, 2020, 2019 and 2018

3. SIGNIFICANT ACCOUNTING POLICIES 

(continued)

Cash and cash equivalents and Cash flow statement 

(continued)

Long term deposits are presented on the Balance Sheet as trade and other receivables, as these deposits are not liquid investments. For the purposes of preparing the statement of cash flows, transactions occurred within such long-term deposits appear within cash flows used in operations.​​​​​​​

Impairment of assets

The carrying amount of the Group’s assets is reviewed at each reporting date to determine whether there is any indication of impairment in the value of the assets. If such indication exists, the asset’s recoverable amount is estimated. The recoverable amount of an asset is determined as the higher of its net selling price in an arm’s length transaction and the present value of the estimated future cash flows from the continued use of the asset and its sale at the end of its useful life. When the recoverable amount of an asset is lower than its carrying amount, this decrease is recognised as an expense in the statement of comprehensive income of the year.

In the case that in future accounting periods the amount of impairment that corresponds to the remaining assets decreases due to events that occurred after the recognition of the impairment, the corresponding amount is reversed through consolidated statement ofprofit or (loss) and other comprehensive (loss)/income.

Expected Credit Loss (“ECL”) is a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (for example: the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Group expects to receive). ECLs are discounted at the effective interest rate of the financial asset. Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets. Based on management assessment the impact of ECL is not material to the consolidated financial statements.

Share capital

Ordinary shares and Preference A shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options which vest immediately are recognised as a deduction from equity, net of any tax effects.

Share premium is the difference between the fair value of the consideration receivable for the issue of shares and the nominal value of the shares.

Treasury Shares are ordinary outstanding shares that are held by the issuing company. When such ordinary shares are subsequently reissued any consideration received is included in equity attributable to the owners of the Company.

Trade and other payables

Trade and other payables are initially recognised at their fair value and subsequently measured at amortised cost.

Trade and other payables are classified as current liabilities unless the Group has the right, unconditionally, to postpone the repayment of the liabilities for at least twelve months after the reporting date.

Interest income and expense

Interest income and expense are recognised within `finance income’ and `finance expense’ in consolidated statement ofprofit or (loss) and other comprehensive (loss)/income using the effective interest rate method.

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Arrival Luxembourg S.à r.l.

Notes to the consolidated financial statements

For the years ended December 31, 2020, 2019 and 2018

3. SIGNIFICANT ACCOUNTING POLICIES 

(continued)

Interest income and expense 

(continued)

The effective interest method is a method of calculating the amortised cost of a financial asset or financial liability and of allocating the interest income or interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts throughout the expected life of the financial instrument, or a shorter period where appropriate, to the net carrying amount of the financial asset or financial liability.

When calculating the effective interest rate, the Group estimates cash flows considering all contractual terms of the financial instrument (for example, prepayment options) but does not consider future credit losses. The calculation includes all paid or received between parties to the contract that are an integral part of the effective interest rate, transaction costs and all other premiums or discounts.

Government grants

The Group recognises an unconditional government grant relating to development in the consolidated statement ofprofit or (loss) and other comprehensive (loss)/income as other income when the grant becomes receivable. Government grants which become receivable and relate directly to capital expenditure are credited in Intangible assets (Assets under Construction). The Group considers that a grant becomes receivable when it is reasonably certain that the amount will be received.

Leases

1. Definition of a lease

Previously, the Group determined at contract inception whether an arrangement was or contained a lease under IFRIC 4 Determining whether an Arrangement contains a Lease. The Group now assesses whether a contract is or contains a lease based on the definition of a lease under IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group uses the definition of a lease in IFRS 16.

2. Leased assets

At commencement or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of its relative prices. However, for the leases of property the Group has elected not to separate

non-lease

components and account for the lease and

non-lease

components as a single lease component.

The Group recognises a

right-of-use

asset and a lease liability at the lease commencement date. The

right-of-use

asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The

right-of-use

asset is subsequently depreciated using the

straight-line

method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of the

right-of-use

asset reflects that the Group will exercise a purchase option.

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Arrival Luxembourg S.à r.l.

Notes to the consolidated financial statements

For the years ended December 31, 2020, 2019 and 2018

3. SIGNIFICANT ACCOUNTING POLICIES 

(continued)

Leases 

(continued)

2. Leased assets (continued)

In that case the

right-of-use

asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment. In addition, the

right-of-use

asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted at the discount rate implicit in the lease if that rate can be readily determined, otherwise the Group’s incremental borrowing rate is used. The Group in 2018 and 2019 determined its incremental borrowing rate by obtaining interest rates from various external financing sources and made certain adjustments to reflect the terms of the lease and type of the asset leased. In 2020, in the absence of external borrowing and Group’s credit risk, the Group has calculated its incremental borrowing rate based on property yields adjusted for economic environment and duration of the leases.

Lease payments included in the measurement of the lease liability comprise the following:

• fixed payments, including in-substance fixed payments, less any lease incentives receivable; and

• amounts expected to be payable under a residual value guarantee.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee, if the Group changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a revised

in-substance

fixed lease payment.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the

right-of-use

asset or is recorded in consolidated statement ofprofit or (loss) and other comprehensive (loss)/income if the carrying amount of the

right-of-use

asset has been reduced to zero.

3. Short-term leases and leases of low-value assets

The Group has elected not to recognise

right-of-use

assets and lease liabilities for leases of

low-value

assets and

short-term

leases. The Group recognises the lease payments associated with these leases as an expense on a

straight-line

basis over the lease term.

Policy before January 1, 2019:

Determining whether an arrangement contains a lease

At inception of an arrangement, the Group determines whether the arrangement is or contains a lease. At inception or on reassessment of an arrangement that contains a lease, the Group separates payments and other consideration required by the arrangement into those for the lease and those for other elements on the basis of their relative fair values. If the Group concludes for a finance lease that it is impracticable to separate the payments reliably, then an asset and a liability are recognised at an amount equal to the fair value of the underlying asset; subsequently, the liability is reduced as payments are made and an imputed finance cost on the liability is recognised using the Group’s incremental borrowing rate.

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Arrival Luxembourg S.à r.l.

Notes to the consolidated financial statements

For the years ended December 31, 2020, 2019 and 2018

3. SIGNIFICANT ACCOUNTING POLICIES 

(continued)

Leases 

(continued)

Determining whether an arrangement contains a lease (continued)

Leased assets

Leases of property, plant and equipment that transfer to the Group substantially all of the risks and rewards of ownership are classified as finance leases. The leased assets are measured initially at an amount equal to the lower of their fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the assets are accounted for in accordance with the accounting policy applicable to that asset. Assets held under other leases are classified as operating leases and are not recognised in the Group’s statement of financial position.

Lease payments

Payments made under operating leases are recognised in consolidated statement ofprofit or (loss) and other comprehensive (loss)/income on a

straight-line

basis over the term of the lease. Lease incentives received are recognised as an integral part of the total lease expense, over the term of the lease. Minimum lease payments made under finance leases are apportioned between the finance expense and the reduction of the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Share-based payments

Share-based compensation benefits are provided to employees via the Arrival Share Option Plan (“SOP”) and Arrival Restricted Share Plan (“RSP”). Share-based payment arrangements in which the Company receives goods or services as consideration for its own equity instruments are accounted for as equity-settled share-based payment transactions.

The grant date fair value of share-based payments awards granted to employees is recognised as an employee expense or it is capitalised as part of the development cost, with a corresponding increase in equity, over the vesting period. For awards that are vested on grant date, the services received are recognized in full, with a corresponding increase in equity. The fair value of the awards granted is measured using an option valuation model, taking into account the terms and conditions upon which the awards were granted. The amount recognised as an expense is adjusted to reflect the revised estimated number of awards for which the related service and

non-market

vesting conditions are expected to be met, such that the amount ultimately recognised is based on the number of awards that do meet the related service and

non-market

performance conditions at the vesting date.

For share-based payment awards with

non-vesting

and market conditions, the grant date fair value of the share-based payment is measured to reflect such conditions and there is no

true-up

for differences between expected and actual outcomes.

Taxation

Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

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Arrival Luxembourg S.à r.l.

Notes to the consolidated financial statements

For the years ended December 31, 2020, 2019 and 2018

3. SIGNIFICANT ACCOUNTING POLICIES 

(continued)

Taxation 

(continued)

The income tax expense or income for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred taxes and liabilities attributable to temporary differences and to unused tax losses. Current tax is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Group’s subsidiaries operate and generate taxable income.

Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.

A deferred tax asset is recognised only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxing authority.

R&D Tax Credits

UK registered entities in the Group are eligible to apply for a credit from the UK tax authorities calculated based on the cost of specific qualifying research and development activities in the period (“R&D Tax Credits”). The calculation of these tax credits, and the approval of them by the tax authorities, is sufficiently uncertain, as it requires the approval from the UK authorities that all conditions are met. Research and Development Expenditure Credit (“RDEC”) and Small and Medium Enterprise credits (“SME credit”) are recognised as tax receivable and they are recognised when it is reasonably certain that the amount will be received from Her Majesty’s Revenue and Customs (“HMRC”).

Events after the reporting date

Assets and liabilities are adjusted for events which occurred in the period between the reporting date and the date the financial statements are approved by the Board when such events provide evidence of conditions that existed at the end of the reporting period.

Use of estimates and judgements

The preparation of consolidated financial statements in accordance with IFRS as issued by the International Accounting Standards Board (IASB) requires from Management the exercise of judgment, to make estimates and assumptions that influence the application of accounting principles and the related amounts of assets and liabilities, income and expenses.

The estimates and underlying assumptions are based on historical experience and various other factors that are deemed to be reasonable based on knowledge available at that time. Actual results may deviate from such estimates. A higher degree of judgement has been applied to:

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Arrival Luxembourg S.à r.l.

Notes to the consolidated financial statements

For the years ended December 31, 2020, 2019 and 2018

3. SIGNIFICANT ACCOUNTING POLICIES 

(continued)

Use of estimates and judgements 

(continued)

Impairment testing

The assumptions used in the impairment test represent management’s best estimate for the period under consideration. The estimate of the recoverable amount, for purposes of performing the annual impairment test for the research and development cash generating units (“CGU”), was determined using a

value-in-use

model for the year ended December 31, 2020 and was based on the following assumptions: 1) the expected future cash flows based on the current economic conditions and market trends for the years 2021 to 2025. The net cash flows are discounted back to December 31, 2020 with an estimated weight average cost of capital of 35% (2019: 35%). The Group has considered 2.5% (2019: 2.5%) growth rate in its computation for its terminal value. and 2) the increase of number of vehicles that are forecast to be sold in the following years. The increase is calculated on management’s projections for product sales growth as the Group will have its first manufacturing location ready at the end of 2021. The average rate for such growth is 195% (2019: 195%). The above model is based on the assumption that commencement date will start in 2022. The Company will need to reassess its calculation of impairment and its potential impact on any delays in production which is currently not measurable.

Management has identified that changes in the 2 key assumptions could cause the carrying amount to exceed the recoverable amount. The following table shows the amount by which these 2 assumptions would need to change individually for the estimated recoverable amount to be equal to the carrying amount:​​​​​​​

	Change required for carrying amount to equal recoverable amount
Weighted average cost of capital		78	%
Product growth rate		0.319	%

Capitalised assets in the course of construction

Management uses judgement to determine when a project has reached the development phase, to ascertain the ability to use or sell the asset, which is a criteria for capitalization for development expenditure per IAS 38. Management estimates the cost to completion and probable future cash flows that will flow in order to determine if the project is economically viable. If the conditions are met and it is believed that there is a market for the product under development, then all directly attributable costs relating to the project are capitalised.

Share based payments

In determining the value of the employee share schemes (see Note 21), management used the following assumption: a) participants that will resign before 1 year of service or before the milestone dates are achieved: 4,3% and 13,75% respectively—The estimation was performed based on latest available information on the staff turnover of the Group, and b) the date that milestones will be achieved: the dates used are in line with the

value-in-use

model that was performed for impairment testing.

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Arrival Luxembourg S.à r.l.

Notes to the consolidated financial statements

For the years ended December 31, 2020, 2019 and 2018

3. SIGNIFICANT ACCOUNTING POLICIES 

(continued)

Use of estimates and judgements 

(continued)

Share based payments (continued)

Reasonably possible changes at the reporting date to one of the relevant assumptions, holding other assumptions constant, would have affected the share based payments by the amounts shown below:

	December 31, 2020
	Increase			Decrease
Resign before one year (1% movement)		0			0
Resign before the milestone dates (1% movement)		(62	)		62
Milestones be achieved (6 months earlier or 6 months later)		(872	)		1,508

Fair Value of Loans

Participants in the RSP have received interest bearing and interest free loans, all provided on a full recourse basis.

For the determination of fair value of loans granted to employees, employees of Kinetik and

ex-employees

(together referred to as “Wider Group Employees”), management has used the following assumptions: 1) Redemption of loans: loans repayable in October 2021 will be repaid at the maturity of the loans. Loans with maturity in October 2030, it is estimated that these loans will be repaid in Q3 2022. 2) Risk free rate: The

zero-coupon

German government bond with a maturity commensurate to the expected terms has been used. 3) Volatility of RSU price: Same assumptions have been used as per share-based payments (see note: 21). 4) Initial savings at loan issue: OECD data for the United Kingdom, Germany and the USA regarding average household financial assets, average proportion of household financial assets that are cash or deposits and average wages as well as average loan value for the borrowers as a percentage of their salary have been used. 5) Annual increase in savings: management has also used the OECD data on average wages, average disposable income, average savings as a percentage of disposable income and scaled up for the average loan value for the borrowers as a percentage of their salary.

Reasonably possible changes at the reporting date to one of the relevant assumptions, holding other assumptions constant, would have affected the fair value of the loans by the amounts shown below:

	December 31, 2020
	Increase			Decrease
Repayment of loans (6 months movement)		134			(16	)
Discount rate (2.5% movement)		43			(44	)
Annual increase in savings (0.2% decrease, 1% increase)		(268	)		54
Initial savings (2.5% movement)		(636	)		646
Volatility (10% movement)		1,239			(1,263	)

Changes in significant accounting policies

To date the Group has applied the following accounting policy: Government grants which become receivable and relate to a capital expenditure are credited to a deferred income account and are released to the consolidated

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Arrival Luxembourg S.à r.l.

Notes to the consolidated financial statements

For the years ended December 31, 2020, 2019 and 2018

3. SIGNIFICANT ACCOUNTING POLICIES 

(continued)

Changes in significant accounting policies 

(continued)

statement ofprofit or (loss) and other comprehensive (loss)/income over the expected useful lives of the relevant assets.

This accounting policy has been amended during 2020 and the Group now recognises the government grants which become receivable and relate to capital expenditure are credited in Intangible assets.

Management decided to implement this change in accounting policy as several of the assets under development may have indefinite useful economic life and such as the deferred income recognised on the balance sheet would not be released. It is considered by changing the accounting policy that this will give a better view of the financial position of the company. The change of this accounting policy did not have a material impact to the numbers of the prior periods.

4. FINANCIAL RISK AND CAPITAL MANAGEMENT

A.

Financial risk factors

The Group is exposed to the following financial risks:

• Liquidity risk

• Credit risk

• Market risk

The Board has overall responsibility for the establishment and oversight of the Group’s risk management framework.

The Group risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls and monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities.

(i)

Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting in financial obligations as they fall due. During 2020, the Company has increased further its share capital by accepting new preferred A investors. The total amount raised during the year was EUR 160,500,000 (2019: EUR 250,909,000) (see note 13).

In addition, the Group has raised on March 25, 2021 an additional amount of USD 611,734,000 following the merger with CIIG.

(ii)

Credit risk

Credit risk arises from the possibility that counterparties to transactions may default on their obligations, causing financial losses for the Group. As the Group is not currently trading, the risk is minimal as it applies only to the other debtors of the Group. Management is closely monitoring all amounts due and takes actions where it is

F-27

Arrival Luxembourg S.à r.l.

Notes to the consolidated financial statements

For the years ended December 31, 2020, 2019 and 2018

4. FINANCIAL RISK AND CAPITAL MANAGEMENT 

(continued)

A.

Financial risk factors (continued)

(ii)

Credit risk (continued)

necessary to do so to mitigate this risk. In addition, management is monitoring the expected credit risk from the

non-repayment

of the loans that have been provided to employees as participants of the RSP. These loans are pledged over the shares of the Company and currently, there is no indication that these loans will not be recoverable.

(iii)

Market risk

Market risk is primarily related to foreign currency exchanges rates. Foreign currency risk arises from the exposure to exchange rate fluctuations. The Group is exposed to British Pounds (“GBP”), Russian Rubles (“RUB”), Israeli Shekel (“ILS”) and United States Dollars (“USD”). Currently there are no currency forwards, options or swaps to hedge this exposure as the Group is in the development phase and the Management is committed to funding all projects.

The management is monitoring the risk by reviewing the monthly cash-flow forecasts and financing the various entities of the group with the necessary operating cash-flow on a monthly basis.

The following table shows the fluctuation of the main currencies the Group is using against Euro:

	2020			2019			2018
EUR/USD		(2.40	%)		5.34	%		(3.72	%)
EUR/GBP		(1.52	%)		1.15	%		(1.17	%)
EUR/RUB		(14.26	%)		2.70	%		(12.08	%)
EUR/ILS		1.39	%		6.92	%		—

The net impact from the fluctuation of operational foreign exchange rates amounted to EUR (578) (2019: EUR (501), 2018: EUR 18).

5.

NON-FINANCIAL

RISK MANAGEMENT

B.

Capital Management

The Board’s policy is to secure the Group as a going concern and finance its long-term growth. In addition to the analysis provided in liquidity risk above, Management also received a strategic order of 10,000 vehicles from UPS which need to be delivered over the next 5 years.

The Group is exposed to the following

non-financial

risks:

1. Operational risk

2. Compliance risk

3. Legal risk

4. Risk due to the COVID-19 pandemic

5. Risk due to Brexit

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Arrival Luxembourg S.à r.l.

Notes to the consolidated financial statements

For the years ended December 31, 2020, 2019 and 2018

5.

NON-FINANCIAL

RISK MANAGEMENT 

(continued)

Operational risk

Operational risk is the risk derived from the weakness of information technology systems and controls as well as the risk from human error and natural disaster. This risk is limited through continuous evaluation and upgrade of the current systems and controls.

Compliance risk

Compliance risk is the risk of financial loss, including fines and other penalties, which arises from

non-compliance

with the laws and regulations in the countries we operate. This risk is limited due to the supervision exercised by the Legal Officer as well as by the processes and procedures applied by the Group.

Legal risk

Legal risk is the risk of financial loss, the discontinuation of the operations of companies of the Group and the Group or any other negative situation arising from the possibility of

non-execution

or violation of legal contracts resulting in lawsuits. This risk is limited as the only significant contracts the Group has are the lease contracts (see note 15).

Risk due to

COVID-19

pandemic

The

COVID-19

pandemic has created considerable macro-economic uncertainty for all sectors. The immediate risk to the Group is limited due to our ability, in general, to work remotely or to continue on site in a controlled fashion for critical engineering work. Our Health and Safety team is continuously evaluating the situation as it evolves and adjust our response accordingly in the event that this risk profile changes.

Furthermore, an analysis was made to assess the impact of

COVID-19

on the most significant balance items of our Group:

• Capitalised development costs – These assets are in relation to projects that will deliver value via electric vehicle production and services for these vehicles starting in 2022. We do not consider that there is any impairment as 1) this extends into the period during which the pandemic is likely to have ended, 2) we anticipate that demand for Arrival’s electric vehicles to be largely unimpacted by the pandemic.

• The Group’s right-of-use assets for leased property is not impacted by COVID-19 as we continue to plan to build micro-factories in these locations. As the activities of the Group has continued to grow over 2020 this required us to lease additional premises in UK, USA, Russia, Lithuania, Israel and Germany. As the real estate market has been impacted by COVID-19, this presented us with the opportunity to enter into favourable lease agreements.

Brexit

On January 31, 2020, the United Kingdom left the European Union with transition arrangements in place until December 31, 2020. This arrangement allowed continued trading on EU terms through 2020. As from January1, 2021, the UK and the EU have entered into a Trade and Cooperation Agreement, which allows companies to

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Arrival Luxembourg S.à r.l.

Notes to the consolidated financial statements

For the years ended December 31, 2020, 2019 and 2018

5.

NON-FINANCIAL

RISK MANAGEMENT 

(continued)

Risk due to

COVID-19

pandemic (continued)

continue their trading between the UK and the EU without major disruptions. It has been agreed that neither side will charge taxes or duties on goods crossing boarders. In addition, a set of rules has been agreed to ensure that one country or group of countries does not have an unfair advantage over another.

As a business with global manufacturing locations, Arrival does not have a significant reliance on UK/EU trade and it has not been directly impacted by the new rules.

6. OPERATING SEGMENTS

The Group operates as a single segment as currently all active entities operate in research and development with the focus on electric vehicles. The Group has setup entities that will operate in the manufacturing and distribution, however at this stage, the Board reviews all financial information as a single segment.

7. PROPERTY, PLANT AND EQUIPMENT

In thousands of euro	Land and Buildings*			Plant and Equipment			Furniture and fittings			Motor Vehicles			Assets under Construction**			TOTAL
Cost
At January 1, 2020		23,945			16,268			3,536			116			1,533			45,398
Additions		50,491			10,541			2,460			83			3,731			67,306
Disposals		0			(157	)		(231	)		0			0			(388	)
Modification of lease***		24,506			0			0			0			0			24,506
Additions through business combinations under common control		0			139			131			392			0			662
Transfers		(1,812	)														(1,812	)
Additions through business combinations		165			735			4			10			0			914
Foreign exchange differences		(3,579	)		(1,573	)		(209	)		1			(122	)		(5,482	)
At December 31, 2020		93,716			25,953			5,691			602			5,142			131,104
Depreciation/impairment
At January 1, 2020		(3,549	)		(5,984	)		(864	)		(54	)		0			(10,451	)
Additions through business combinations under common control		0			(59	)		(25	)		(95	)		0			(179	)
Depreciation		(6,157	)		(4,984	)		(788	)		(72	)		0			(12,001	)
Modification of lease***		1,114															1,114
Transfers		1,812															1,812
Impairment		0			(25	)		0			0			0			(25	)
Disposal		0			157			225			0			0			382
Foreign exchange differences		333			574			54			2			0			963

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Arrival Luxembourg S.à r.l.

Notes to the consolidated financial statements

For the years ended December 31, 2020, 2019 and 2018

7. PROPERTY, PLANT AND EQUIPMENT 

(continued)

In thousands of euro	Land and Buildings*			Plant and Equipment			Furniture and fittings			Motor Vehicles			Assets under Construction**			TOTAL
At December 31, 2020		(6,447	)		(10,321	)		(1,398	)		(219	)		0			(18,385	)
Net book Value
At January 1, 2020		20,396			10,284			2,672			62			1,533			34,947
At December 31, 2020		87,269			15,632			4,293			383			5,142			112,719
Cost
At January 1, 2019		0			8,270			1,029			78			1,475			10,852
Recognition of right-of-use asset on initial application of IFRS 16		6,027			0			0			0			0			6,027
Additions		14,732			4,335			2,135			19			0			21,221
Disposals		0			(3,199	)		(33	)		(188	)		(17	)		(3,437	)
Modification of lease		22			0			0			0			0			22
Additions through business combinations under common control		2,584			5,989			276			189			0			9,038
Foreign exchange differences		580			873			129			18			75			1,675
At December 31, 2019		23,945			16,268			3,536			116			1,533			45,398
Depreciation/impairment
At January 1, 2019		0			(2,513	)		(339	)		(28	)		0			(2,880	)
Recognition of right-of-use asset on initial application of IFRS 16		(981	)		0			0			0			0			(981	)
Additions through business combinations under common control		(251	)		(1,547	)		(53	)		(169	)		0			(2,020	)
Depreciation		(2,267	)		(2,606	)		(465	)		(39	)		0			(5,377	)
Modification of lease		42			0			0			0			0			42
Disposal		0			981			26			188			0			1,195
Foreign exchange differences		(92	)		(299	)		(33	)		(6	)		0			(430	)
At December 31, 2019		(3,549	)		(5,984	)		(864	)		(54	)		0			(10,451	)
Net book Value
At January 1, 2019		0			5,757			690			50			1,475			7,972
At December 31, 2019		20,396			10,284			2,672			62			1,533			34,947

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Arrival Luxembourg S.à r.l.

Notes to the consolidated financial statements

For the years ended December 31, 2020, 2019 and 2018

7. PROPERTY, PLANT AND EQUIPMENT 

(continued)

In thousands of euro	Plant and Equipment			Furniture and fittings			Motor Vehicles			Assets under Construction			TOTAL
Cost
At January 1, 2018		5,249			774			41			1,841			7,905
Additions		1,769			264			37			1,112			3,182
Reclassification		1,466			0			0			(1,466	)		0
Foreign exchange differences		(214	)		(9	)		0			(12	)		(235	)
At December 31, 2018		8,270			1,029			78			1,475			10,852
Depreciation/impairment
At January 1, 2018		(660	)		(110	)		(15	)		0			(785	)
Depreciation		(1,927	)		(232	)		(13	)		0			(2,172	)
Reclassification		0			0			0			0			0
Impairment		0			0			0			0			0
Foreign exchange differences		74			3			0			0			77
At December 31, 2018		(2,513	)		(339	)		(28	)		0			(2,880	)

* Land and Building comprise of leased buildings and leasehold improvements. The cost of leased buildings amounts to EUR 93,575 (2019: EUR 23,945) and the accumulated depreciation is EUR 6,559 (2019: 3,549).

** Assets under construction classified under property, plant and equipment are assets bought and/or lease hold improvements that are not ready for use.

*** During 2020, the Group has entered a number of new leases and amended several existing agreements. The Group has entered into 4 material lease agreements in the USA which have a right of use of asset of EUR 23,770. In addition, the Group has leased office and factory buildings in the UK of total right of use value of EUR 24,683. Due to the growth the Group, we have renegotiated several of the existing lease agreements, which resulted in obtaining better terms and at the same time extent the period of the lease terms. The total modification of the lease amounted to EUR 24,506.

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Arrival Luxembourg S.à r.l.

Notes to the consolidated financial statements

For the years ended December 31, 2020, 2019 and 2018

8. INTANGIBLE ASSETS AND GOODWILL

In thousands of euro	Goodwill			Assets under construction****			Patent, trademarks and other rights			Software			TOTAL
Cost
At January 1, 2020		6			124,938			104			2,394			127,442
Additions		26			91,996			—			2,304			94,326
Additions through business combinations under common control		—			—			361			—			361
Additions through business combinations		—			—			—			4			4
Transfer		(4	)		—			—			—			(4	)
Disposal		—			—			—			(10	)		(10	)
Foreign exchange differences		—			(8,147	)		2			(150	)		(8,295	)
At December 31, 2020		28			208,787			467			4,542			213,824
Amortisation/impairment
At January 1, 2020		(6	)		(41,949	)		(17	)		(1,220	)		(43,192	)
Amortisation		—			—			(27	)		(893	)		(920	)
Additions through business combinations under common control		—			—			(39	)		—			(39	)
Transfer		4			—			—			—			4
Disposal		—			—			—			5			5
Impairment		—			(366	)		—			—			(366	)
Foreign exchange differences		—			2,337			—			73			2,410
At December 31, 2020		(2	)		(39,978	)		(83	)		(2,035	)		( 42,098	)
Net book Value
At January 1, 2020		—			82,989			87			1,174			84,250
At December 31, 2020		26			168,809			384			2,507			171,726

Further information on acquisition through business combinations, are provided in Note 9.

In thousands of euro	Goodwill		Assets under construction****			Patent, trademarks and other rights			Software		TOTAL
Cost
At January 1, 2019		2		49,325			102			917		50,346
Additions		4		46,145			—			836		46,985
Additions through business combinations under common control		—		24,020			121			543		24,684
Disposal		—		(2	)		(133	)		—		(135	)
Foreign exchange differences		—		5,450			14			98		5,562
At December 31, 2019		6		124,938			104			2,394		127,442

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Arrival Luxembourg S.à r.l.

Notes to the consolidated financial statements

For the years ended December 31, 2020, 2019 and 2018

8. INTANGIBLE ASSETS AND GOODWILL 

(continued)

In thousands of euro	Goodwill			Assets under construction****			Patent, trademarks and other rights			Software			TOTAL
Amortisation/impairment
At January 1, 2019		(2	)		(15,298	)		(9	)		(476	)		(15,785	)
Amortisation		—			—			(17	)		(419	)		(436	)
Additions through business combinations under common control		—			(19,661	)		(121	)		(275	)		(20,057	)
Disposal		—			—			133			—			133
Impairment		(4	)		(4,968	)		—			—			(4,972	)
Foreign exchange differences		—			(2,022	)		(3	)		(50	)		(2,075	)
At December 31, 2019		(6	)		(41,949	)		(17	)		(1,220	)		(43,192	)
Net book Value
At January 1, 2019		—			34,027			93			441			34,561
At December 31, 2019		—			82,989			87			1,174			84,250
Cost
At January 1, 2018		2			28,934			—			570			29,506
Additions		—			19,155			103			355			19,613
Foreign exchange differences		—			1,236			(1	)		(8	)		1,227
At December 31, 2018		2			49,325			102			917			50,346
Amortisation/impairment
At January 1, 2018		(2	)		(6,090	)		—			(262	)		(6,354	)
Amortisation		—			—			(9	)		(218	)		(227	)
Impairment		—			(9,347	)		—			—			(9,347	)
Foreign exchange differences		—			139			—			4			143
At December 31, 2018		(2	)		(15,298	)		(9	)		(476	)		(15,785	)

****Assets under construction include all costs of projects that are in development phase. The projects under development relate to electric vehicles, electric vehicle components and software.

The impairment loss was recogn

i

sed in relation to projects and elements of projects that are no longer expected to generate future cash-flows, as they are not commercially viable.

9. BUSINESS COMBINATIONS

A. Acquisition of a business

On July 14, 2020, the Group acquired 100% of Arrival LT UAB (previously named Thor Motors UAB) for total consideration of EUR 2,500 satisfied in cash. Arrival LT UAB specialises in developing electric motors,

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Arrival Luxembourg S.à r.l.

Notes to the consolidated financial statements

For the years ended December 31, 2020, 2019 and 2018

9. BUSINESS COMBINATIONS 

(continued)

A. Acquisition of a business (continued)

inverters, gearboxes, as well as logistical and configuration services for batteries and it is believed that the addition of this entity and its workforce into our Group will strengthen further our R&D capabilities. The agreement for the acquisition was established at the beginning of January 2020. The operations of the company have been integrated with the rest of the Group on January 27, 2020, the date that management has determined the Group obtained control. The share purchase agreement was completed in July 2020 following an administrative delay due to

COVID-19.

The undertaking was into research and development and had no commercial operations. The Company had reported a loss of EUR 210,000 for the period until acquisition date and have reported a profit of EUR 1,254,000 (before intercompany eliminations) for the period ended

December 31, 2020.

a. The identifiable net assets acquired and liabilities recognised on acquisition were:

In thousands of euro	Note
Property, plant and equipment		7	914
Intangible assets		8	4
Trade and other receivables			89
Cash and cash equivalent			59
Lease liabilities			(153	)
Deferred tax			(56	)
Trade and other payables			(880	)
Total			(23	)

b. Measurement of fair values

Assets acquired	Valuation technique
-Property, plant and equipment	Market comparison technique and cost technique was applied to all assets acquired. The valuation model considers market prices for similar items.

c. Goodwill:

In thousands of euro	Note
Consideration transferred		3
Fair value of identifiable net assets		23
Goodwill		26

The goodwill recognised on the acquisition of Arrival LT UAB was attributed to the employee

know-how.

B. Business combinations under common control

During 2020 the Company acquired 2 entities from the Kinetik Group. More specifically, on March 9, 2020, the Company acquired Arrival Solutions Germany GmbH for EUR 25,000 satisfied in cash and on July 20, 2020 Roborace Inc was acquired for USD 10,000 (equivalent EUR 8,700) satisfied in cash.

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Arrival Luxembourg S.à r.l.

Notes to the consolidated financial statements

For the years ended December 31, 2020, 2019 and 2018

9. BUSINESS COMBINATIONS 

(continued)

B. Business combinations under common control (continued)

On September 21, 2020 Roborace Ltd was contributed by Kinetik to the share premium account the Company for EUR 57,000 without the issuance of any shares. Roborace Ltd and Roborace Inc had cash balances of EUR 55,000 and EUR 39,000 respectively as at the date of acquisition.

These entities have been consolidated in the 2020 consolidated financial statements as business combination of entities under common control as these entities were previously subsidiaries of Kinetik S.à r.l., the controlling party. The difference between the acquisition price and the net assets acquired is recognised in retained earnings. An amount of EUR 666,000 was recognised in 2020 following the transactions that have occurred during the year. Similarly, in 2019 an amount of EUR 57,943,000 was recognised in the retained earnings in 2019. The impact of these transactions on tangible and intangible assets is also shown separately in note 7 and 8.

On April 11, 2019, the Company entered into a Share Purchase Agreement with K Cybernation S.à r.l. for the acquisition of Arrival M Ltd for an amount of EUR 3,322,000.

In addition, on September 2, 2019, K Robolife S.à r.l. sold Arrival R Ltd to Arrival Ltd for an amount of EUR 61,134,000 and Arrival USA Inc to Arrival S.à r.l. for an amount of EUR 4,515,000.

Following the completion of the 2019 mentioned transactions, the amount that was due by the Company to K Cybernation S.à r.l. and K Robolife S.à r.l. amounted to EUR 68,971,000. Kinetik S.à r.l., being the shareholder of all the entities mentioned in the above transactions, decided to eliminate these inter-company positions. This resulted in an increase into the share premium of the Company without the issuance of any shares.

10. TRADE AND OTHER RECEIVABLES

A.

Non-Current

trade and other receivables

	2020		2019
In thousands of euro
Loans receivable		1,841		0
Other		0		1,246
Call deposit		1,617		2,351
Cash Guarantees and deposits		7,328		4,612
Total		10,786		8,209

Non-current

trade and other receivables are composed of financial assets classified as at amortised cost.

The Group classifies its financial assets as at amortised cost if both of the following criteria are met:

• The assets are held within a business model whose objective is to collect the contractual cash flows and

• The contractual terms give rise to cash flows that are solely payments of principal and interest.

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Arrival Luxembourg S.à r.l.

Notes to the consolidated financial statements

For the years ended December 31, 2020, 2019 and 2018

10. TRADE AND OTHER RECEIVABLES 

(continued)

A.

Non-Current

trade and other receivables 

(continued)

(i) Call deposits

The Call deposit is comprised of a deposit that we have made for our factory building in the US that is currently under construction with a maturity date of September 2022.

(ii) Cash guarantees and deposits

Cash guarantees and deposits are amounts that some companies of the Group have deposited in escrow accounts in order to obtain a lease and/or to obtain services provided by third parties. The cash guarantees match each lease duration. The leases expire between 2 to 15years.

(iii) Loans receivable

During October 2020, Arrival Group entities entered into multiple loan agreements with the Wider Group Employees and provided (a) interest free

12-month

loans in an aggregate amount of EUR 38,257,000 ,

(b) 10-year

loans with an annual interest rate of 1.12% in an aggregate amount of EUR 2,451,000 and (c)

10-year

loans with an annual interest rate of 1.50% in an aggregate amount of EUR 1,402,000 (d) interest free

10-year

loans in an aggregate amount of EUR 476,000 to the RSP participants to finance the purchase of ordinary shares in Arrival Luxembourg S.à r.l.. This was a

non-cash

transaction.

At initial recognition the loans have bene measured at fair value of 27,400,000 (note 13). The loans, as per the accounting policy of the group, are accounted for at amortised cost and the impact of the interest generated is presented in finance income as interest receivable (see note 20).

B. Current trade and other receivables

	2020			2019
In thousands of euro
VAT receivable		5,260			1,943
Tax receivable		21,298			0
Call deposit		427			0
Deferred charges		43			82
Loans receivable		23,913			1,279
Impairment of other receivables		(6	)		0
Other receivables		489			5,205
Total		51,424			8,509

Tax receivable relates to R&D Tax Credits that our UK companies have claimed based on the R&D incentive program of the UK government. SME R&D Relief is credited to tax expense in the consolidated statement of profit or (loss) and other comprehensive (loss)/income (see note 16A). The RDEC incentive programme credits are recognised in intangible assets.

Call deposit is comprised of a fixed term deposit with maturity May 2021.

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Arrival Luxembourg S.à r.l.

Notes to the consolidated financial statements

For the years ended December 31, 2020, 2019 and 2018

10. TRADE AND OTHER RECEIVABLES 

(continued)

B. Current trade and other receivables 

(continued)

Loans receivable as of December 31, 2020 relates to loans provided to the employees of the Wider Group Employees in respect of the RSP participants (see note 10 A.iii).

11. INVENTORY

In thousands of euro	2020		2019
Raw materials and consumables		11,820		5,716
Inventory		11,820		5,716

12. CASH AND CASH EQUIVALENTS

In thousands of euro	2020		2019
Bank balances		67,080		96,644
Total		67,080		96,644

13. CAPITAL AND RESERVES

A. Share capital

In thousands of shares	2020		2019
Authorised
Ordinary shares (nominal value 2019: EUR 0.25)		880,000		880,000
Preferred A shares (nominal value EUR 0.25)		88,000		88,000

In thousands of euro
Ordinary shares issued and fully paid
Ordinary shares as of January 1	220,000		16
Contribution of ordinary shares by Kinetik S.à r.l.	(12,500	)	0
Treasury shares	9,377		0
Shares sold to RSP Scheme Members	3,123		0
Contribution from share premium	0		219,984
Ordinary shares issued and fully paid as of December 31	220,000		220,000
Preferred A shares issued and fully paid
Preferred A shares as of January 1	7,333		0
Issue of Preferred A shares	11,770		7,333
Preferred A shares issued and fully paid as of December 31	19,103		7,333
Total share capital December 31	239,103		227,333

On October 4, 2019, in an Extraordinary General Meeting of the Company, it was resolved to reduce the nominal value of the ordinary shares from EUR 1.00 to EUR 0.25 and to convert 16,000 ordinary shares with a nominal

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Arrival Luxembourg S.à r.l.

Notes to the consolidated financial statements

For the years ended December 31, 2020, 2019 and 2018

13. CAPITAL AND RESERVES 

(continued)

A. Share capital  (continued)

value of EUR 1.00 each into 64,000 ordinary shares with a nominal value of EUR 0.25 each. In addition, it was decided to increase the share capital of the Company by an amount of EUR 219,984,000.00 by issuing 879,936,000.00 ordinary shares with a nominal value of EUR 0.25 which were entirely paid up through the conversion of existing distributable reserves into share capital of the Company. On December 30, 2019, in an Extraordinary General Meeting of the Company, it was resolved to increase the share capital of the Company by an amount of EUR 7,333,335.25 by issuing 29,333,341 new Preferred A Shares with a nominal value of EUR 0.25 each. Preferred A shares can be converted to ordinary shares upon receipt of a conversion notice and/or immediately prior to an IPO. The shareholders have entered into a Shareholder agreement, which requires the consent of each Shareholder on several matters called Preferred A Reserved Matters. Preferred A Reserved Matters include among others:

a)the amendments of the Articles of Association, the

winding-up

of the Company, b) implementing a reclassification or recapitalisation of the outstanding capital shares, c) increase in the authorised number of Preferred A shares, d) repurchase or redemption of Shares, e) material changes to the nature of the business, f) the acquisition or disposal by the Group of any business or company where the value of the relevant transaction would exceed EUR 10,000,000.00 or 2% of the annual revenue of the Group and g) declaration of dividends.

On January 29, 2020, the board of Directors resolved to issue 2,933,334 new Preferred A Shares with a nominal value EUR 0.25 each and with an aggregate share premium of EUR 9,266,666.50 so as to raise the share capital of the Company from EUR 227,333,335.25 to EUR 228,066,668.75.

On the same date, these shares were subscribed by United Parcel Service General Services Co (“UPS”) for a total subscription price of EUR 10,000,000.00 with an additional condition on Arrival Luxembourg S.à r.l.and UPS to enter into the further binding agreement for the provision of a further at least 10,000 electric vehicles (in addition to the electric vehicles which are the subject of a commercial agreement entered between the parties).

On October 8, 2020, Kinetik contributed 50,000,000 ordinary shares of Arrival Luxembourg S.à r.l. with a nominal value of EUR 0.25 each in the Company.

On October 8, 2020, the Company adopted the Arrival Restricted Share Plan 2020 under which awards may be made, comprising the acquisition of ordinary shares in the capital of the Company by employees or other eligible persons under and subject to the terms of the RSP and the restricted share agreement to be entered from time to time, with the shares held in their name or on their behalf by a nominee. On the same date, the Company and Computershare Trustees (Jersey) Limited entered into a nominee agreement dated October 8, 2020 under which Computershare Trustees (Jersey) Limited, acting as nominee, shall hold legal title to the shares on behalf of the participant, on and subject to the rules of the RSP and the terms of the restricted share agreement.

Between October 9, 2020 and October 12, 2020, the Company entered into multiple restricted share agreements with RSP participants and made awards comprising the acquisition of 12,491,723 ordinary shares in the capital of the Company for an aggregate purchase price of EUR 42,585,408.29 payable by the participants.

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Arrival Luxembourg S.à r.l.

Notes to the consolidated financial statements

For the years ended December 31, 2020, 2019 and 2018

13. CAPITAL AND RESERVES 

(continued)

A. Share capital  (continued)

On October 12, 2020, during the Extraordinary General Meeting of the Company, it was resolved to issue 11,481,274 new Preferred A Shares with a nominal value EUR 0.25 each and with an aggregate share premium of EUR 36,270,377.88 and 17,998,734 new Preferred A Shares with a nominal value EUR 0.25 each and with an aggregate share premium of EUR 56,859,620.60. At the same date, these shares were subscribed by twelve BlackRock Funds (“BlackRock”) for a total subscription price of EUR 100,500,000.48.

On October 12, 2020, during the Extraordinary General Meeting of the Company, it was resolved to issue 14,666,671 new Preferred A Shares with a nominal value EUR 0.25 each and with an aggregate share premium of EUR 46,333,333.69. At the same date, these shares were subscribed by WCPF II Holdings Limited for a total subscription price of EUR 50,000,001.44.

On October 13, 2020, the Company entered into the Share Transfer Agreement with Computershare Trustees (Jersey) Limited and transferred 12,491,723 of its own ordinary shares, having a nominal value of EUR 0.25 each, to Computershare Trustees (Jersey) Limited in accordance with the restricted share agreements and the nominee agreement.

Preference A shares have no preference rights over earnings and dividends.

The total value of treasury shares as at year end was EUR 9,377,000 (2019: NaN).

The numbers mentioned in the above note are absolute numbers.

B. Share premium

In thousands of euro
January 1, 2019	116,160
Additions	243,576
Contribution to share capital	(219,984	)
December 31, 2019	139,752
January 1, 2020	139,752
Additions	148,787
December 31, 2020	288,539

During the financial year 2019, Kinetik made additional capital contributions to the share premium account for an aggregate amount of EUR 150,909,000. An amount of EUR 81,911,000 was contributed in cash and EUR 68,998,000 was contributed in kind.

The preference A shareholders made additional capital contributions on January 29 and on October 12, 2020 to the share premium account for an amount of EUR 148,730,000. The additional contributions have been made in cash (2019: EUR 92,667,000 in cash).

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Arrival Luxembourg S.à r.l.

Notes to the consolidated financial statements

For the years ended December 31, 2020, 2019 and 2018

13. CAPITAL AND RESERVES 

(continued)

C. Other Reserves

1. Other Comprehensive Income accumulated in reserves, net of tax

In thousands of euro
January 1, 2018	2,695
Foreign operations – foreign currency translation differences	(554	)
December 31, 2018	2,141
January 1, 2019	2,141
Foreign operations – foreign currency translation differences	4,894
December 31, 2019	7,035
January 1, 2020	7,035
Foreign operations – foreign currency translation differences	(7,757	)
December 31 2020	(722	)

2. Equity Reserves

In thousands of euro
January 1, 2020	0
Treasury shares acquired by the employees of the Group	27,400
Equity-settled Share Plan to employees	24,747
December 31 2020	52,147

14. EARNINGS PER SHARE

A. Basic earnings per share

The calculation of basic earnings per share (“EPS”) has been based on the following losses attributable to Ordinary shareholders and weighted number of shares outstanding:

i. (Loss) attributable to Ordinary shareholders:

In thousands of euro	2020						2019						2018
	Continuing operations			Total			Continuing operations			Total			Continuing operations			Total
(Loss) for the year, attributable to the owners of the Company (basic)		(74,894	)		(74,874	)		(46,542	)		(46,542	)		(30,189	)		(30,189	)

Loss for the year has been adjusted to the percentage held only by the holders of ordinary shares. The Preferred A shares have the same rights to the reserves, but as they have priority over the ordinary shares in the event of

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Arrival Luxembourg S.à r.l.

Notes to the consolidated financial statements

For the years ended December 31, 2020, 2019 and 2018

14. EARNINGS PER SHARE 

(continued)

liquidation of the Group as such as per IAS 33 requirements, they have been excluded from the basic earnings per share calculation.

In thousands of shares	2020			2019		2018
Ordinary shares as at January 1		880,000			16		16
Share split		—			48		48
Conversion of distributable reserves into shares		—			879,936		879,936
Treasury shares and RSP 2020 shares		(11,612	)		—		—
RSP shares vested		1,451			—		—
Weighted-average number of Ordinary and Preferred A shares as at December 31		869,839			880,000		880,000

A. Diluted earnings per share

i. (Loss) attributable to Ordinary and Preferred A shares (diluted)

In thousands of euro	2020						2019						2018
	Continuing operations			Total			Continuing operations			Total			Continuing operations			Total
(Loss) for the year, attributable to the owners of the Company (basic)		(83,215	)		(83,215	)		(48,096	)		(48,096	)		(30,189	)		(30,189	)

ii. Weighted-average number of Ordinary and Preferred A shares

In thousands of shares	2020			2019		2018
Ordinary and Preferred A shares as at January 1		880,161			16		16
Share split		—			48		48
Conversion of distributable reserves into shares		—			879,936		879,936
Treasury shares and RSP 2020 shares		(11,612	)		—		—
RSP shared vested		1,451			—		—
Issue of Preference A shares		41,652			161		—
Weighted-average number of Ordinary and Preferred A shares as at December 31		911,652			880,161		880,000

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Arrival Luxembourg S.à r.l.

Notes to the consolidated financial statements

For the years ended December 31, 2020, 2019 and 2018

15. LOANS AND BORROWINGS

Reconciliation of movements of liabilities to cashflows arising from financing activities:

In thousands of euro	Liabilities Lease liabilities			Total
January 1, 2020		22,988			22,988
Changes from financing cash flows
Payment of lease liabilities		(2,371	)		(2,371	)
Payment of interest		(4,324	)		(4,324	)
Total c hanges from financing cash flows		(6,695	)		(6,695	)
The effects of changes in foreign exchange rates		(3,438	)		(3,438	)
Other changes
Interest on leases		4,733			4,733
New and modification of leases		74,574			74,574
Total of other changes		79,307			79,307
December 31, 2020		92,162			92,162
January 1, 2019		6,195			6,195
Changes from financing cash flows
Payment of lease liabilities		(713	)		(713	)
Payment of interest		(2,574	)		(2,574	)
Total c hanges from financing cash flows		(3,287	)		(3,287	)
The effects of changes in foreign exchange rates		556			556
Other changes
New and modification of leases		19,524			19,524
Total of other changes		19,524			19,524
December 31, 2019		22,988			22,988

In thousands of euro	2020		2019
Non-current lease liabilities
Lease liability		87,907		19,943
Total non-current lease liabilities		87,907		19,943
Current lease liabilities
Current portion of lease liabilities		4,255		3,045
Total current loans and borrowings		4,255		3,045

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Arrival Luxembourg S.à r.l.

Notes to the consolidated financial statements

For the years ended December 31, 2020, 2019 and 2018

15. LOANS AND BORROWINGS 

(continued)

In thousands of euro	Carrying amount		Total		Within one year		Between 1 and 5 years		More than 5 years
December 31, 2020
Leases		92,162		135,595		9,891		42,905		82,799
December 31, 2019
Leases		22,988		68,773		6,610		34,593		27,570

The Group leases office buildings and industrial buildings used for the development and production of our products. Depending on the type of lease and the location, the lease durations vary from 1 to 15 years. As the Group is rapidly expanding, leases for office buildings and research and development facilities typically run for a period of 1 to 2 years. This provides our Group with the flexibility needed.

However, leases of factories and leases of buildings where we have or it is forecasted that we will have significant increase in a short period, then leases duration are usually from 9 to 15 years. Some leases rent payments can be adjusted based on changes in local price indices.

Where practical, the Group seeks to have an option to extend and/or to renew the lease. This option is exercisable only by the Group. The Group assess at the lease commencement date whether it is reasonably certain to exercise the extension option. For the leases that it is estimated that the option will be exercised, the extended lease maturity date has been

factored-in

when discounting the lease liability. The lease commitments shown in the above table also include the amounts that the Group will have to pay if these options are exercised.

The lease liabilities of the Group are discounted at an average rate of 10.36%.

In thousands of euro	2020	2019
Amounts recognised in consolidated statement of profit or loss and other comprehensive (loss)/income
Interest on lease liability	4,733	2,574
Expenses relating to short-term leases and low value leases	311	336
	5,044	2,910
Amount recognised in the statement of cash flows
Total cash outflow for leases	6,695	3,287

The leased buildings are offices and industrial buildings used for the corporate, research and development of our products.

In September the Company received a short-term loan from Kinetik for an amount of EUR 10,000,000. The loan was repaid in October. In addition, the Company received a EUR 1,402,000 loan from Kinetik, in October which was then has been assigned to Arrival Ltd. Subsequently this amount was contributed to the share capital of the subsidiary.

In August, the Group entered into a short-term loan with HBSC Bank for a total amount of EUR 2,396,000 in respect of its payroll arrangements. The amount was repaid in October.

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Arrival Luxembourg S.à r.l.

Notes to the consolidated financial statements

For the years ended December 31, 2020, 2019 and 2018

16. INCOME TAXES

A. Amounts recognised in consolidated statement of profit or loss and other comprehensive (loss)/income

In thousands of euro	2020			2019			2018
Current tax
Current year		(2,186	)		(294	)		(152	)
Other taxes		(431	)		(5	)		(5	)
True up adjustments for taxes for prior years		22,040			7,163			—
Total current tax income		19,423			6,864			(157	)
Deferred tax
True up adjustments for taxes for prior years		954			—
Relating to origination and reversal of temporary differences		(2,575	)		65			1,108
Total deferred tax		(1,621	)		65			1,108
Total tax income recognised in consolidated statement of profit or loss and other comprehensive (loss)/income		17,802			6,929			951

B. Movements in deferred tax balances

In thousands of euro	2020		2019
Asset
Accruals		—		96
Tax losses		14,213		2,223
Other		202		360
	14,415		2,679

In thousands of euro	2020			2019
Liabilities
Tangible and Intangible fixed assets		(16,031	)		(2,520	)
		(16,031	)		(2,520	)
Net deferred tax		(1,616	)		159

C. Unrecognised deferred tax assets

Deferred tax assets have not been recognised in respect of the following items, because it is not sufficiently certain at this stage, the amount of future taxable profit that will be available against which the Group can use the benefits therefrom.

In thousands of euro	2020		2019
Tax losses		32,327		24,638
Share options		149		—
Tangible and Intangible fixed assets		1,063		—
Other temporary differences		2,096		—
Total		35,635		24,638

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Arrival Luxembourg S.à r.l.

Notes to the consolidated financial statements

For the years ended December 31, 2020, 2019 and 2018

16. INCOME TAXES 

(continued)

C. Unrecognised deferred tax assets

	2020				2019				2018
In thousands of euro	Gross amount		Tax effect		Gross amount		Tax effect		Gross amount		Tax effect
Tax losses		162,574		32,327		60,009		10,224		60,009		10,224

D. Tax losses carried forward

Tax losses for which no deferred tax asset was recognised and expire as follows:

In thousands of euro	2020		2019		2018
Expiry 2021 - 2037		22,770		7,457		249
No expiry		139,804		133,988		59,760

E. Reconciliation of effective tax rate

In thousands of euro	2020			2020			2019			2019			2018			2018
Loss before tax from continuing operations					(101,017	)					(55,025	)					(31,140	)
Tax rate using the Company’s domestic tax rate		24.94	%		(25,194	)		24.94	%		(13,723	)		26,01	%		(8,100	)
Effect of tax rates in foreign jurisdictions		(4.17	%)		4,212			(5.96	%)		3,283			(7.36	%)		2,375
Non-deductible expenses		(2.70	%)		2,727			(0.31	%)		172			(0.90	%)		280
Tax exempt income/tax incentives		0.85	%		(855	)		0.03	%		(16	)		0.17	%		(52	)
Current year losses for which no deferred tax asset is recognised		(23.46	%)		23,696			(19.11	%)		10,511			(17.97	%)		5,597
True up adjustments for taxes for prior years*		22.76	%		(22,994	)		13.02	%		(7,162	)		3.39	%		(1,056	)
Other domestic taxes		(0.60	%)		606			(0.01	%)		6			(0.02	%)		5
Income tax income		17.62	%		(17,802	)		12.59	%		(6,929	)					(951	)

* True up adjustment for taxes for prior years relate to changes in estimates to UK R&D claims for prior periods, which were calculated and submitted in 2020.

F. Changes in tax rates

The UK government has announced that the corporation tax rate of 19% will remain unchanged until March 31, 2023. As from April 1, 2023, the rate will increase to 25%.

On April 25, 2019, the Luxembourg parliament has passed legislation, reducing the corporation tax rate for Luxembourg entities, from 26.01% to 24.94%. The new rate is applicable for all Luxembourg entities as from January 1, 2019.

F-46

Arrival Luxembourg S.à r.l.

Notes to the consolidated financial statements

For the years ended December 31, 2020, 2019 and 2018

17. TRADE AND OTHER PAYABLES

	2020		2019
Current liabilities
Trade payables		9,144		9,131
Accrued expenses		8,815		7,165
Other payables		16,206		4,514
		34,165		20,810

Other payables are mainly composed of amounts due to Income Tax and National Insurance contributions for employees and provisions for unused vacations.

18. FINANCIAL INSTRUMENTS – FAIR VALUES

The following table shows the carrying amounts and fair values of financial assets and financial liabilities.

In thousands of euro	Note		Financial Assets at amortised cost		Total		Fair Value		Level in the fair value hierarchy
December 31, 2020
Loan receivables		10		29,998		29,998		30,231		3
Cash guarantees and deposits		10		9,364		9,364		—		1
December 31, 2019
Cash guarantees and deposits		10		6,963		6,963		—		1

19. INCOME AND EXPENSES

In thousands of euro	2020			2019			2018
A. Other income
Government grants		1,023			1,865			1,138
Gain on disposal of fixed assets		6			546			—
Gain from modification of lease		1,036			64			—
Other income		297			108			29
Total other income		2,362			2,583			1,167
B. Other expenses
Impairment of receivable		(6	)		—
Loss on disposal of fixed assets		(5	)		(5	)		—
Other charges		(6,842	)		(6,906	)		(13	)
Total other expenses		(6,853	)		(6,911	)		(13	)

Government grants recognised in other income relate to grants received from Innovate UK, which is part of UK research and innovation, a

non-departmental

public body which is funded by the UK government (see note 16).

F-47

Arrival Luxembourg S.à r.l.

Notes to the consolidated financial statements

For the years ended December 31, 2020, 2019 and 2018

19. INCOME AND EXPENSES 

(continued)

Other charges relate to fees that do not fall within the normal operating activity of the Group. These expenses relate to underwriter fees for the fund raising that occurred in October 2020.

In thousands of euro	2020			2019			2018
C. Expenses by nature
Depreciation		(9,652	)		(4,770	)		(2,120	)
Impairment of intangible assets and receivable		(391	)		(4,972	)		(9,347	)
Wages and salaries		(31,754	)		(14,260	)		(8,466	)
Consultancy fees		(11,667	)		(4,547	)		(1,718	)
Contractors		(1,535	)		(2,241	)		(1,316	)
Rent and property utilities		(4,691	)		(2,820	)		(2,666	)
Legal fees		(5,362	)		(633	)		(311	)
Employee share scheme		(9,326	)		0			0
Raw material and consumables		(9,683	)		(5,107	)		(1,640	)
Marketing		(1,676	)		(535	)		(938	)
Recruitment fees		(1,183	)		(1,447	)		(597	)
Travel expenses and accommodation		(1,003	)		(2,365	)		(1,137	)
Fees payable to the Company’s auditors for the 2020 audit of the Company’s annual accounts		(1,224	)		0			0
Fees payable to the Company’s auditors for the prior year audits of the Company’s annual accounts		(1,809	)		(393	)		(111	)
Fees payable to the Company’s auditors for other services		(272	)		(154	)		(90	)
Other		(2,243	)		(3,269	)		(1,878	)
Total cost of administrative, research and development and impairment expenses		(93,471	)		(47,513	)		(32,335	)

An amount of EUR 3,429,000 (2019: EUR 1,043,000, 2018: EUR 279,000) of depreciation has been capitalised as it formed part of the costs directly attributable to assets under construction.

20. FINANCIAL INCOME/EXPENSE

In thousands of euro	2020			2019			2018
Finance income
Foreign exchange differences		0			0			18
Interest receivable		2,703			51			122
Total finance income		2,703			51			140
Finance cost
Bank charges		(298	)		(160	)		(72	)
Interest payable		(149	)		0			(27	)
Interest on leases		(4,733	)		(2,574	)		0
Foreign exchange differences		(578	)		(501	)		0
Total finance cost		(5,758	)		(3,235	)		(99	)

F-48

Arrival Luxembourg S.à r.l.

Notes to the consolidated financial statements

For the years ended December 31, 2020, 2019 and 2018

21. SHARE BASED PAYMENTS

On October 2, 2020, Management formally communicated the terms and conditions of the SOP and RSP share schemes to all employees and

non-employees

that were eligible to participate. The Wider Group Employees provided their acceptance to participate in the scheme by accepting the offer provided and were necessary signed the relevant documentation.

On October 26, 2020, the Company entered into the Arrival Share Option Plan 2020 Option Deed. By this Option Deed, each of the SOP participants were granted options under the Arrival Option Plan over an aggregate of 26,899,662 shares with an exercise price of EUR 3.40909.

As indicated in Note 13, on October 8, 2020, the Company adopted the RSP under which certain of the Wider Group Employees have been granted ordinary shares subject to the terms of the RSP and the restricted share agreement. These shares were acquired by the eligible employees and they are held in a nominee account until the vesting and

non-vesting

conditions are met.

The RSP and SOP have the same vesting and

non-vesting

conditions and both schemes are designed to provide long-term incentives which will benefit the Group and the employees.

As per the share plan, participants are granted options which have the following vesting conditions: a) 50% of share options granted vest on the first anniversary of the participant’s start date, b) 25% of the share options vest subject to a production rate milestone and c) 25% of the share options vest subject to a contribution milestone. All the above conditions are subject to an exit event, which is the asset or share sale of the Group or an initial public offering (“IPO”).

In addition, the employee participating in the share option scheme must be an employee of the Group at the time a vesting condition has been met. The latter condition, it is not applicable for

non-employee

participants.

During the year, there was no other movement in the RSP and SOP other than the issuance of shares mentioned above for the RSP.

For 2020 an amount of EUR 24,747,000 has been recognised based on the vesting conditions mentioned above and the estimation made by management as to when these options will be vested. The total charge for the year amounted to EUR 24,747,000. An amount of EUR 9,326,000 is presented in the consolidated statement of profit or loss and other comprehensive (loss)/income and an amount of EUR 15,421,000 was capitalised (see note 23). The service condition (one year of employment) has been met by most of the participants and as such the expense relating to this condition was recognised in the consolidated statement of profit or loss and other comprehensive (loss)/income. The cost of the performance conditions has been spread over the current period and the expected date that it is envisioned that these milestones will be met. Estimation by management is that these milestones will be reached in 2022. The production rate milestone will be met when in a calendar month, a microfactory that has been fully operational and has achieved the set target of production. Similarly, the contribution milestone will be met when the target sales for the relevant vehicles produced by a microfactory on a calendar month are achieved.

F-49

Arrival Luxembourg S.à r.l.

Notes to the consolidated financial statements

For the years ended December 31, 2020, 2019 and 2018

21. SHARE BASED PAYMENTS 

(continued)

The awards granted under the SOP carry no dividend or voting rights.

2020	RSP		SOP
Weighted average fair value at grant date		2.62		1.93
Share price of Preferred A shares based on transactions occurred at the same time of the issues of the scheme		3.41		3.41
Exercise price		0		3.41
Contractual life of the options		—		10 years

In thousands	SOP
2020
Outstanding at the beginning of the year		0
Granted during the year		26,890
Exercised during the year		0
Expired during the year		0
Forfeited during the year		0
Outstanding at the end of the year		26,890
Exercisable at the end of the year		0

Fair value of the options granted

The assessed fair value at the grant date of awards granted during 2020 was EUR 51,804,000. The fair value at grant date is independently determined using Black Scholes Option Pricing Methodology (“BSOPM”). The BSOPM was used to apportion the total equity value between the different classes of securities within the Company’s capital structure. This apportionment captures the current value of each security class with reference to its expected value at a future exit date under different scenarios. The total equity value at the at grant date was estimated by back solving the BSOPM for the price paid by the preference A shareholders which have subscribed to the share capital of the Company few days before to the share capital of the Company (see note 13). By determining the total equity value, the expected exercise dates of the various tranches of the SOP and RSP have been incorporated into the BSOPM to derive the estimated value of the options issued.

F-50

Arrival Luxembourg S.à r.l.

Notes to the consolidated financial statements

For the years ended December 31, 2020, 2019 and 2018

21. SHARE BASED PAYMENTS 

(continued)

The model inputs for options granted as of December 31, 2020 included:

Input	IPO	Delayed exit	Justification
Valuation date	October 2, 2020	October 2, 2020	This is the date that the option scheme was communicated to the employees and the date that management has made an estimation of the valuation of the scheme. Given the short time elapsed between the valuation date and the date that the actual agreements were signed management does not consider there to be any material change in value across the valuation date and the date the agreements have been signed (grant date).
Risk free rate	0%	0%	Risk free rates are taken from yields on UK government bonds for corresponding periods to the exit dates for each valuation event. Rates are linearly interpolated from yields for bonds with the closest available maturities. Where negative, rates have been capped at 0%.
Dividend yield	0Nil	0Nil	No dividend is anticipated to be paid prior to an exit event. SOPs are not entitled to dividends but RSPs are.
Expected volatility	146%	102%	Based on the average observed volatility in the equity value of listed comparable companies over a historic period commensurate with the expected exit date
Expected exit event	January 31, 2021	January 1, 2022	Estimation as to when the exit event will occur
Scenario weighting	75%	25%	This is the expected likelihood of the different exit routes as at the grant dates. We have assumed a one-year delay if the exit does not occur in early 2021.

22. RELATED PARTY TRANSACTIONS

The Group’s related parties include its ultimate parent company Kinetik, key management personnel and any subsidiaries or entities under significant influence of Kinetik. Transactions between the Group entities which have been eliminated on consolidation are not disclosed.

F-51

Arrival Luxembourg S.à r.l.

Notes to the consolidated financial statements

For the years ended December 31, 2020, 2019 and 2018

22. RELATED PARTY TRANSACTIONS 

(continued)

The following transactions were carried out with related parties:

In thousands of euro	Transactions for the year									Balance outstanding
Related party	2020			2019			2018			December 31, 2020		December 31, 2019
Arrival Management Systems LLC		(10	)		(256	)					0		(53	)
Arrival Solutions LLC		4			(30	)					5		(26	)
Shishkov Rodion		0			62			123			0		64
Studio S.à r.l.		0			0			(1,690	)
K Cybernation S.à r.l.		0			(3,297	)					0		0
K Robolife S.à r.l.		(66	)		(65,649	)					0		0
Kinetik S.à r.l.		(23,959	)		(150,909	)		(44,553	)		0		0
Charge Cars Ltd		294			(39	)		165			0		0
Smart Space LLC					(386	)		(152	)
Smekalka LLC		(299	)		0						0		0
Experiment X Ltd								(66	)
Happy Electron Ltd								(127	)
Cybernation Ltd								(60	)
Remy Robotics LLC		31			36						0		0
Denis Sverdlov								195

As described in note 13, Kinetik has contributed part of the shares it owned in Arrival Luxembourg S.à r.l. to the Company having a total nominal value of EUR 12,500,000 as well as contributing EUR 57,000 to the share premium of the Company without the issuance of any shares. During the year Kinetik provided loans to Arrival for a total amount of EUR 11,402,000 (see note 15).

In thousands of euro	Transactions for the year
Key Management personnel	2020		2019		2018
Wages and salaries		2,937		2,903		2,924
Social contributions		334		561		372
Other benefits		48		1		0
Other earnings		0		34		0
RSP loans		13,700		0		0
SOP expense		3,141		0		0

The related party transactions relate mainly to acquisition of fixed assets, acquisition of entities, contributions from the ultimate business owner and consulting services.

F-52

Arrival Luxembourg S.à r.l.

Notes to the consolidated financial statements

For the years ended December 31, 2020, 2019 and 2018

22. RELATED PARTY TRANSACTIONS 

(continued)

In October 2020, the Group has provided loans to the following executives:

Name	Nominal Amount		Fair Value of December 31, (see note 10A.iii)
In thousands of euro
Tim Holbrow		600		426
Avinash Rugoobur		3,000		2,130
Mike Ableson		1,500		978
Daniel Chin		1,000		710
Total		6,100		4,244

23. PERSONNEL

In thousands of euro	Personnel cost
	2020		2019		2018
UK		65,178		27,601		12,562
Russia		31,255		11,265		6,586
US		4,987		2,597		0
Germany		4,589		2,165		62
Israel		1,793		57		0
Other		2,167		0		0
		109,969		43,685		19,210

The personnel cost is presented grossed up as certain directly attributable wages and salaries are capitalised as part of the costs of the development projects. The amount capitalised amounted to EUR 68,889,000 (2019: EUR 29,425,000, 2018: EUR 10,744,000). Of these amounts capitalised during 2020 an amount of EUR 15,421,000, relates to the fair value of the SOP where this cost relates to employees which work on the development projects in accordance with IAS 38.

The above-mentioned amounts include social security cost of EUR 7,812 (2019: EUR 3,443, 2018: EUR 1,781).

24. OFF BALANCE EVENTS

The Group had no

off-balance

sheet transactions or arrangements (2019: None).

25. SUBSEQUENT EVENTS

On January 4, 2021, the Directors of Arrival Group S.A. (now known as Arrival) resolved to increase the share capital of Arrival Group S.A. by EUR 4,265,114.40, to waive any preferential rights subscription rights (to the extent necessary), accept the subscription for the Preferred Exchange New Shares by the following entities and accept payment for these new shares by contributions in kind consisting in shares in Arrival with payment of a share premium in an aggregate amount of EUR 256,234,886.99 in the following numbers and proportions: 1) 13,098,240 ordinary shares by Hyundai Motor Company with a payment of a share premium in an amount of EUR 78,690,176.26, paid by a contribution in kind consisting of 23,466,673 preferred A convertible preference shares in Arrival S.à r.l., 2) 3,274,560 ordinary shares by Kia Motors Corporation with a payment of a share

F-53

Arrival Luxembourg S.à r.l.

Notes to the consolidated financial statements

For the years ended December 31, 2020, 2019 and 2018

25. SUBSEQUENT EVENTS 

(continued)

premium in an amount of EUR 19,672,543.21, paid by a contribution in kind consisting of 5,866,668 preferred A convertible preference shares in Arrival Luxembourg S.à r.l., 3) 1,637,280 ordinary shares by United Parcel Service General Services Co. with a payment of a share premium in an amount of EUR 9,836,272.00, paid by a contribution in kind consisting of 2,933,334 preferred A convertible preference shares in Arrival Luxembourg S.à r.l., 4) 8,186,400 ordinary shares by WCPF II Holdings Limited with a payment of a share premium in an amount of EUR 49,181,361.44, paid by a contribution in kind consisting of 14,666,671 preferred A convertible preference shares in Arrival Luxembourg S.à r.l. and 5) 16,454,664 ordinary shares by twelve BlackRock Funds with a payment of a share premium in an amount of EUR 98,854,534.08, paid by a contribution in kind consisting of 29,480,008 preferred A convertible preference shares in Arrival Luxembourg S.à r.l.. All contributions in kind represents a value in an aggregate amount of EUR 260,500,001.39.

On February 1, 2021, the Group entered into a prepayment agreement with LG Energy Solutions Ltd (“LG”). The agreement specifies that an amount of EUR 25,830,000 will be paid to LG and in return, LG has to build an assembly line for the manufacturing of cells at the specifications required by the Group. The assembly line will be determined by the Group and LG guarantees the supply of 82,000,000 cells to the Group.

On March 23, 2021, the Directors of Arrival Group S.A. res

o

lved to increase the share capital of Arrival Group S.A. by EUR 49,118,385.60 and accept the subscription for the Ordinary Exchange New Shares by the following entities and accept payment for these new shares by contributions in kind consisting in shares in Arrival Luxembourg S.à r.l. with payment of a share premium in an aggregate amount of EUR 4,033,273,470.30 in the following numbers and proportions: 463,275,682 shares by Kinetik S.à r.l. with a payment of a share premium in an amount of EUR 3,858,887,655.60, paid by a contribution in kind consisting of 830,000,000 shares in Arrival Luxembourg S.à r.l., 20,935,750 shares by Arrival Luxembourg S.à r.l. with a payment of a share premium in an amount of EUR 174,385,814.70, paid by a contribution in kind consisting of 37,508,277 shares in Arrival S.à r.l. and 6,972,424 shares by Computershare Trustees (Jersey) Limited with a payment of a share premium in an amount of EUR 58,077,300.30, paid by a contribution in kind consisting of 12,491,723 shares in Arrival S.à r.l.. All contributions in kind represent a value in an aggregate amount of EUR 4,140,469,156.20.

On March 23, 2021, during the Extraordinary General Meeting of Arrival Group S.A. it was resolved to change the name of the company “Arrival Group” to “Arrival”, to reduce the share capital by an amount of EUR 30,000.00 by cancellation of 300,000 shares held by Arrival Luxembourg S.à r.l. and to allocate the amount of the capital reduction to a free reserve. Also, it was resolved to approve the employee participation schemes of Arrival in accordance with the rules of the Arrival Share Option Plan 2020, the Arrival Restricted Share Plan 2020 and the Arrival Incentive Compensation Plan.

On March 23, 2021, during the Extraordinary General Meeting of Arrival Luxembourg S.à r.l. it was resolved to change the name of the company “Arrival S.à r.l.” to “Arrival Luxembourg S.à r.l.”, to reclassify the existing 76,413,354 preferred A convertible preference shares into 76,413,354 ordinary shares and to reduce the corporate capital by an amount of EUR 239,091,338.50 to EUR 12,000.00 by cancellation of 956,365,354 ordinary shares with a nominal value of EUR 0.25 each, and to allocate the proceeds of such capital reduction to a free reserve.

On March 24, 2021, the Directors of Arrival S.A. resolved to increase the share capital of Arrival S.A. by EUR 7,232,226.70 so as to raise to an amount of EUR 60,615,726.70 by issuing 72,322,267 Merger New Shares with a nominal value of EUR 0.10 each having the same rights and privileges as the existing shares and to accept the subscription for the Merger New Shares by persons and entities (the “Subscribers”) and to accept payment for these new shares by contributions in kind consisting in all the class A common stock issued by CIIG Merger Corp. with a par value of USD 0.0001 per share (other than such class A common stock held in treasury by CIIG​​​​​​​

F-54

Arrival Luxembourg S.à r.l.

Notes to the consolidated financial statements

For the years ended December 31, 2020, 2019 and 2018

25. SUBSEQUENT EVENTS 

(continued)

Merger Corp.) by the stockholders of CIIG Merger Corp. through the merger of ARSNL Merger Sub Inc. into CIIG Merger Corp. with payment of a share premium in an aggregate amount of EUR 602,413,453.14. All contributions in kind represent a value in an aggregate amount of EUR 609,645,679.84.

In March 2021, certain executive officers of the Group received a onetime bonus in connection with the successful merger with CIIG. With the money received, the executive officers settled the loans that they had with certain subsidiaries of the Company, prior to closing of the merger transaction and listing to a total nominal value of EUR 6,100,000.

Following the merger with CIIG, the listing on NASADAQ of Arrivals’ shares completed on March 25, 2021. This listing constituted an exit event condition of the share-based payment schemes (see note 21) and as such the options provided to the Wider Group Employees can be exercised

up-on

completion of the

lock-up

period, which is 6 months as from the date of the listing subject to the vesting conditions having been met.

F-55

Arrival

(previously named: Arrival Group S.A.)

Financial Statements

For the period from October 27 (date of incorporation) to December 31, 2020

with the report of the Independent Registered Public

Accounting Firm

F-56

Financial Statements

For the period from October 27, 2020 (date of incorporation) to December 31, 2020

C O N T E N T S

	Page
Report of independent registered public accounting firm	F-58
Statement of profit or loss and other comprehensive loss	F-59
Statement of financial position	F-60
Statement of changes in equity	F-61
Statement of cash flows	F-62
Notes to the financial statements	F-63 - F-69

F-57

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

Arrival

Opinion on the Financial Statements

We have audited the accompanying statement of financial position of Arrival (the Company) as of December 31, 2020, the related statements of profit or loss and other comprehensive loss, changes in equity, and cash flows for the period from October 27, 2020 to December 31, 2020, and the related notes (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for the period from October 27, 2020 to December 31, 2020, in conformity with International Financial Reporting Standards as issued by International Accounting Standards Board.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion.

/s/ KPMG LLP

We have served as the Company’s auditor since 2021.

London, United Kingdom

April 30, 2021

F-58

Arrival

Statement of profit or loss and other comprehensive loss

For the period from October 27, 2020 (date of incorporation) to December 31, 2020

In thousands of euro		October 27, 2020 to December 31, 2020
	Note
Continuing Operations
Administrative expenses	8		(102	)
Legal Expenses	8		(3,285	)
Operating loss			(3,387	)
Loss for the period			(3,387	)
Attributable to:
Owners of the Company			(3,387	)
Earnings per share (presented in euro)
Basic earnings per share			(11.29	)
Diluted earnings per share			(11.29	)

Statement of other comprehensive loss

Loss for the period	(3,387	)
Total comprehensive loss for the period	(3,387	)

The accompanying notes are an integral part of these financial statements

F-59

Arrival

Statement of financial position

As at December 31, 2020

In thousands of euro	Note	2020
ASSETS
Current Assets
Cash and cash equivalents	4		28
Total Current Assets			28
TOTAL ASSETS			28
EQUITY AND LIABILITIES
Capital and reserves
Share capital	5		30
Accumulated deficit			(3,387	)
Total Equity			(3,357	)
Current Liabilities
Trade and other payables	7		3,385
Total Current Liabilities			3,385
TOTAL EQUITY AND LIABILITIES			28

F-60

Arrival

Statement of changes in equity

For the period from October 27, 2020 (date of incorporation) to December 31, 2020

In thousands of euro	Note		Share capital		Accumulated deficit			Total equity
Balance at October 27, 2020				0—		0—			0—
Loss for the period				—		(3,387	)		(3,387	)
Transactions with shareholders				—		(3,387	)		(3,387	)
Capital increase		5		30		—			30
Balance at December 31, 2020				30		(3,387	)		(3,357	)

F-61

Arrival

Statement of Cash Flows

For the period from October 27, 2020 (date of incorporation) to December 31, 2020

In thousands of euro	Note		October 27 to December 31, 2020
Cash flows used in operating activities
Loss for the period				(3,387	)
Increase in trade and other payables		7		3,385
Net cash used in operating activities				(2	)
Cash flows from financing activities
Capital increase		5		30
Net cash from financing activities				30
Net increase in cash and cash equivalents				28
Cash and cash equivalents as at October 27, 2020				—
Cash and cash equivalents at December 31				28

The accompanying notes are an integral part of these financial statements

F-62

Arrival

Notes to the consolidated financial statements

For the period from October 27, 2020 (date of incorporation) to December 31, 2020

1. INCORPORATION AND PRINCIPAL ACTIVITIES

General

Arrival (the “Company”, previously named Arrival Group S.A.) was incorporated in Luxembourg on October 27, 2020 as a Société Anonyme. The Company has its registered address at 1, rue Peternelchen,

L-2370

Howald, Luxembourg and is registered at the Luxembourg Commercial Register under number R.C.S Luxembourg n° 248209.

The Company was incorporated for the purpose of the merger transaction with CIIG Merger Corporation (Note 11).

Principal activities

The principal activities of the Company is the direct and indirect acquisition and holding of participating interests, in any form whatsoever, in Luxembourg and/or in foreign undertakings, as well as the administration, development and management of such interests.

The Company may grant pledges, guarantees, liens, mortgages and any other form of securities as well as any form of indemnities, to Luxembourg or foreign entities, in respect of its own obligations and debts.

The Company may also provide assistance in any form (including but not limited to the granting of advances, loans, money deposits and credits as well as the provision of pledges, guarantees, liens, mortgages and any other form of securities, in any kind of form) to the Company’s subsidiaries. On a more occasional basis, the Company may provide the same kind of assistance to undertakings which are part of the same group of companies which the Company belongs to or to third parties, provided that doing so falls within the Company’s best interest and does not trigger any license requirements.

The Company may also use its funds to invest in real estate, in intellectual property rights (copyright on software, patents, trademarks – including service marks and domain names – designs, patterns and models, etc.) or any other movable or immovable assets in any form or of any kind.

In general, the Company may carry out any commercial, industrial or financial operation and engage in such other activities as the Company deems necessary, advisable, convenient, incidental to, or not inconsistent with, the accomplishment and development of the foregoing.

2. BASIS OF PREPARATION

The Company’s financial year starts on January 1 and ends on December 31 of each year. The current financial statements present the financial data of the Company as from October 27, 2020 (date of incorporation) to December 31, 2020.

Statement of compliance

The financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

These financial statements were approved and authorised for issue by the Board of Directors (the “Board”) on April 30, 2021.

F-63

Arrival

Notes to the consolidated financial statements

For the period from October 27, 2020 (date of incorporation) to December 31, 2020

2. BASIS OF PREPARATION 

(continued)

Basis of measurement

The financial statements have been prepared under the historical cost basis.

Going concern

The financial statements have been prepared on a going concern basis.

In determining the appropriate basis of preparation for the financial statements for the period ended December 31, 2020 the Board is required to consider whether the Company will be able to operate within the level of available cash and funding for the foreseeable future, being a period of at least 12 months following the approval of the financial statements.

The Company was incorporated on October 27, 2020 and has a limited operating history.

The Company was incorporated on October 27, 2020 and has a limited operating history. The Company was incorporated for the purpose of merger transaction with CIIG Merger Corporation and as described in the subsequent events Note 10, the Shareholders of Arrival Luxembourg S.à r.l. have contributed their shares of Arrival Luxembourg S.à r.l in exchange for the shares in the Company, making the Company the parent company of Arrival Luxembourg S.à r.l and its subsidiaries.

Following the successful completion of the merger transaction with CIIG Merger Corporation, which occurred on March 25, 2021, the Company became listed on NASDAQ and raised USD 611,734,000 net of all transaction expenses. The cash as of March 31, 2021 of the Company was EUR 498,638,038.

The Company continues to operate as a holding company of Arrival Luxembourg S.à r.l. and its subsidiaries. The cash raised by the Company is forecast to be used by the Company and its subsidiaries to cover ongoing operations and therefore the Board have considered cashflow forecasts at the group level, having undertaken an assessment of the key uncertainties and sensitivities, including any potential impact of

COVID-19.

The forecast prepared to April 30, 2022 includes any cash outflows that would be required to cover any expenses and obligations of the Company.

Based on the above assessment, the Board is confident, that the Company has sufficient funds to continue to be able to realise its assets and discharge its liabilities as they fall due for a period of at least 12 months from the date of approval of the financial statements and therefore the financial statements have been prepared on a going concern basis.

Functional and presentation currency

The financial statements are presented in euro (EUR), rounded to the nearest thousand, unless otherwise stated.

F-64

Arrival

Notes to the consolidated financial statements

For the period from October 27, 2020 (date of incorporation) to December 31, 2020

2. BASIS OF PREPARATION 

(continued)

Adoption of new and revised International Financial Reporting Standards

The following Standards, Amendments to Standards and Interpretations have been issued but are not effective for the year ended December 31, 2020:

January 1, 2021	IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 – Interest Rate Benchmark Reform – Phase 2
January 1, 2022	IFRS 3 – Amendments to References to Conceptual Framework
January 1, 2022	IAS 16 – Proceeds before intended use
January 1, 2022	IAS 37 – Cost of fulfilling a contract
January 1, 2023	IAS 1 – Classification of Liabilities as Current or Non-Current
January 1, 2023	IFRS 17 – Insurance Contracts
Available for optional adoption/effective date deferred indefinitely	IFRS 10 and IAS 28 – Sale or Contribution of Assets between Investor and its Associate or Joint Venture

The above-mentioned new standards, amendments and interpretations do not have a significant impact on the financial statements.

Cash and cash equivalents

Cash and cash equivalents, for the purpose of preparing the statement of cash flows, comprise cash in hand and at banks and short-term deposits expiring not more than three months after the acquisition date.

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options which vest immediately are recognised as a deduction from equity, net of any tax effects.

Trade and other payables

Trade and other payables are initially recognised at their fair value and subsequently measured at amortised cost.

Trade and other payables are classified as current liabilities unless the Company has the right, unconditionally, to postpone the repayment of the liabilities for at least twelve months after the reporting date.

Taxation

Tax on the profit or loss for the period comprises current and deferred tax. Tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

F-65

Arrival

Notes to the consolidated financial statements

For the period from October 27, 2020 (date of incorporation) to December 31, 2020

2. BASIS OF PREPARATION 

(continued)

Taxation 

(continued)

Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised.

Events after the reporting date

Assets and liabilities are adjusted for events which occurred in the period between the reporting date and the date the financial statements are approved by the Board when such events provide evidence of conditions that existed at the end of the reporting period.

3. OPERATING SEGMENTS

The Company has no segments.

4. CASH AND CASH EQUIVALENTS

In thousands of euro	2020
Bank balances		28
Total		28

5. CAPITAL AND RESERVES

A. Share capital

In thousands of shares	2020
Authorised
Ordinary shares		300
In thousands of euro
Ordinary shares issued and fully paid
Ordinary shares issued on October 27		30
Ordinary shares issued and fully paid as of December 31		30

On October 27, 2020, the Company was incorporated with an issued and fully paid share capital of EUR 30,000 represented by 300,000 ordinary shares of a nominal value of EUR 0.10 each.

F-66

Arrival

Notes to the consolidated financial statements

For the period from October 27, 2020 (date of incorporation) to December 31, 2020

5. CAPITAL AND RESERVES

Legal Reserve

Under Luxembourg law, the Company must appropriate at least 5% of its statutory net profits to a

non-distributable

legal reserve until the aggregate reserve reaches 10% of the subscribed capital. Such reserve is not available for distribution.

6. INCOME TAXES

A. Unrecognised deferred tax assets

Deferred tax assets have not been recognised in respect of the following items, because it is not sufficiently certain at this stage, the amount of future taxable profit that will be available against which the Company can use the benefits therefrom.

In thousands of euro	2020
Tax losses		(3,387	)
Total		(3,387	)

	2020
In thousands of euro	Gross amount	Tax effect
Tax losses	3,387	845

B. Tax losses carried forward

Tax loses for which no deferred tax asset was recognised and expire as follows:

In thousands of euro	2020
Expiry in 2037		3,387

C. Reconciliation of effective tax rate

In thousands of euro			2020
Loss before tax from continuing operations				(3,387	)
Tax rate using the Company’s domestic tax rate	24.94	%		(845	)
Current year losses for which no deferred tax asset is recognised	(24.94	%)		845
Income tax expense				—

7. TRADE AND OTHER PAYABLES

	2020
Current liabilities
Other payables and accrued expenses		(3,385	)
		(3,385	)

F-67

Arrival

Notes to the consolidated financial statements

For the period from October 27, 2020 (date of incorporation) to December 31, 2020

8. ADMINISTRATIVE AND LEGAL EXPENSES

In thousands of euro	2020
Other		(53	)
Audit fees		(49	)
Legal fees		(3,285	)
Total other expenses		(3,387	)

Legal expenses relate to due diligence fees and legal fees which relate to the work that was carried out in 2020 in relation to the merger with CIIG

.

​​​​​​​​​​​​​​

9. OFF BALANCE EVENTS

The Company had no

off-balance

sheet transactions or arrangements.

10. ULTIMATE PARENT UNDERTAKING

The Company as of December 31, 2020, was a subsidiary of Arrival Luxembourg S.à r.l. and the results of the Company have been included in the consolidated financial statements of Arrival Luxembourg S.à r.l.. As described in note 11, the Company on March 25, 2021 has successfully admitted some of its shares, listed on NASDAQ and as of the same date, Kinetik S.à r.l. became the majority shareholder of the Company, which is also the Company’s ultimate holding company. The related party transactions the Company had during the period amounted to EUR 53,000, which relates to invoice settled by Arrival Luxembourg S.à r.l.. The amount outstanding that is owed to Arrival Luxembourg S.à r.l as at the year-end is EUR 53,000.

11. SUBSEQUENT EVENTS

On January 4, 2021, the Directors of Arrival Group S.A. (previously Arrival Group S.A.) resolved to increase the share capital of Arrival Group S.A. by EUR 4,265,114.40, to waive any preferential rights subscription rights (to the extent necessary), accept the subscription for the Preferred Exchange New Shares by the following entities and accept payment for these new shares by contributions in kind consisting in shares in Arrival with payment of a share premium in an aggregate amount of EUR 256,234,886.99 in the following numbers and proportions: 1) 13,098,240 ordinary shares by Hyundai Motor Company with a payment of a share premium in an amount of EUR 78,690,176.26, paid by a contribution in kind consisting of 23,466,673 preferred A convertible preference shares in Arrival S.à r.l., 2) 3,274,560 ordinary shares by Kia Motors Corporation with a payment of a share premium in an amount of EUR 19,672,543.21, paid by a contribution in kind consisting of 5,866,668 preferred A convertible preference shares in Arrival Luxembourg S.à r.l., 3) 1,637,280 ordinary shares by United Parcel Service General Services Co. with a payment of a share premium in an amount of EUR 9,836,272.00, paid by a contribution in kind consisting of 2,933,334 preferred A convertible preference shares in Arrival Luxembourg S.à r.l., 4) 8,186,400 ordinary shares by WCPF II Holdings Limited with a payment of a share premium in an amount of EUR 49,181,361.44, paid by a contribution in kind consisting of 14,666,671 preferred A convertible preference shares in Arrival Luxembourg S.à r.l. and 5) 16,454,664 ordinary shares by twelve BlackRock Funds with a payment of a share premium in an amount of EUR 98,854,534.08, paid by a contribution in kind consisting of 29,480,008 preferred A convertible preference shares in Arrival Luxembourg S.à r.l.. All contributions in kind represents a value in an aggregate amount of EUR 260,500,001.39.

On March 23, 2021, the Directors of Arrival Group S.A. resolved to increase the share capital of Arrival Group S.A. by EUR 49,118,385.60 and accept the subscription for the Ordinary Exchange New Shares by the following entities and accept payment for these new shares by contributions in kind consisting in shares in Arrival S.à r.l.

F-68

Arrival

Notes to the consolidated financial statements

For the period from October 27, 2020 (date of incorporation) to December 31, 2020

11. SUBSEQUENT EVENTS 

(continued)

with payment of a share premium in an aggregate amount of EUR 4,033,273,470.30 in the following numbers and proportions: 463,275,682 shares by Kinetik S.à r.l. with a payment of a share premium in an amount of EUR 3,858,887,655.60, paid by a contribution in kind consisting of 830,000,000 shares in Arrival S.à r.l., 20,935,750 shares by Arrival S.à r.l. with a payment of a share premium in an amount of EUR 174,385,814.70, paid by a contribution in kind consisting of 37,508,277 shares in Arrival S.à r.l. and 6,972,424 shares by Computershare Trustees (Jersey) Limited with a payment of a share premium in an amount of EUR 58,077,300.30, paid by a contribution in kind consisting of 12,491,723 shares in Arrival S.à r.l.. All contributions in kind represent a value in an aggregate amount of EUR 4,140,469,156.20.

On March 23, 2021, during the Extraordinary General Meeting of Arrival Group S.A. it was resolved to

change the name of the company “Arrival Group” to “Arrival”, to reduce the share capital by an amount of

EUR 30,000.00 by cancellation of 300,000 shares held by Arrival Luxembourg S.à r.l. and to allocate the

amount of the capital reduction to a free reserve. Also, it was resolved to approve the employee participation

schemes of Arrival in accordance with the rules of the Arrival Share Option Plan 2020, the Arrival

Restricted Share Plan 2020 and the Arrival Incentive Compensation Plan.

On March 24, 2021, the Directors of Arrival resolved to increase the share capital of Arrival by EUR 7,232,226.70 so as to raise to an amount of EUR 60,615,726.70 by issuing 72,322,267 Merger New Shares with a nominal value of EUR 0.10 each having the same rights and privileges as the existing shares and to accept the subscription for the Merger New Shares by persons and entities (the “Subscribers”) and to accept payment for these new shares by contributions in kind consisting in all the class A common stock issued by CIIG Merger Corp. with a par value of USD 0.0001 per share (other than such class A common stock held in treasury by CIIG Merger Corp.) by the stockholders of CIIG Merger Corp. through the merger of ARSNL Merger Sub Inc. into CIIG Merger Corp. with payment of a share premium in an aggregate amount of EUR 602,413,453.14. All contributions in kind represent a value in an aggregate amount of EUR 609,645,679.84.

Following the merger with CIIG, the listing on NASDAQ of Arrivals’ shares completed on March 25, 2021.

F-69

Item 19: Exhibits

EXHIBIT INDEX

Exhibit No.	Description
1.1	Amended and Restated Articles of Association of Arrival, dated as of March 23, 2021 (incorporated by reference to Exhibit 1.1 to Arrival’s Form 20-F, File No. 001-40286, filed with the SEC on March 26, 2021).
2.1	Specimen Ordinary Share Certificate of Arrival (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form F-1, File No. 333-254885, filed with the SEC on March 31, 2021).
2.2	Specimen Warrant Certificate of Arrival (incorporated by reference to Exhibit A of Exhibit 2.5 to Arrival’s Form 20-F, File No. 001-400286, filed with the SEC on March 26, 2021).
2.3	Warrant Agreement, dated December 12, 2019, by and between CIIG Merger Corp. and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to CIIG Merger Corp.’s Form 8-K, File No. 001-39159, filed with the SEC on December 17, 2019).
2.4	Private Placement Warrant Purchase Agreement, dated December 12, 2019, by and between CIIG Merger Corp. and CIIG Management LLC (incorporated by reference to Exhibit 10.5 to CIIG Merger Corp.’s Form 8-K, File No. 001-39159, filed with the SEC on December 17, 2019).
2.5	Assignment, Assumption and Amendment Agreement, dated March 24, 2021 by and among CIIG Merger Corp., Arrival and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.4 to the Registration Statement on Form F-1, File No. 333-254885, filed with the SEC on March 31, 2021).
4.1 #	Business Combination Agreement, dated as of November 18, 2020, by and among CIIG Merger Corp., Arrival S.à r.l., Arrival and ARSNL Merger Sub Inc. (incorporated by reference to Exhibit 2.1 to CIIG Merger Corp.’s Form 8-K, File No. 001-39159, filed with the SEC on November 18, 2020).
4.2	Form of Contribution and Exchange Agreement for Preferred Shares (incorporated by reference to Exhibit 10.1 to CIIG Merger Corp.’s Form 8-K, File No. 001-39159, filed with the SEC on November 18, 2020).
4.3	Form of Contribution and Exchange Agreement for Ordinary Shares (incorporated by reference to Exhibit 10.2 to CIIG Merger Corp.’s Form 8-K, File No. 001-39159, filed with the SEC on November 18, 2020).
4.4	Form of Subscription Agreement (incorporated by reference to Exhibit 10.3 to CIIG Merger Corp.’s Form 8-K, File No. 001-39159, filed with the SEC on November 18, 2020).
4.5	Transaction Support Agreement, dated as of November 18, 2020, by and among CIIG Merger Corp., CIIG Management LLC and certain investors in CIIG Merger Corp (incorporated by reference to Exhibit 10.4 to CIIG Merger Corp.’s Form 8-K, File No. 001-39159, filed with the SEC on November 18, 2020).
4.6	Registration Rights and Lock-Up Agreement, dated March 24, 2021, by and between Arrival and certain stockholders of CIIG Merger Corp. and Arrival S.à r.l. (incorporated by reference to Exhibit 4.7 to Arrival’s Form 20-F, File No. 001-40286, filed with the SEC on March 26, 2021).
4.7	Nomination Agreement, dated March 24, 2021, by and between Arrival and Kinetik S.à r.l. (incorporated by reference to Exhibit 4.8 to Arrival’s Form 20-F, File No. 001-40286, filed with the SEC on March 26, 2021).

1

Exhibit No.	Description
4.8 ##	Collaboration Framework Agreement, dated November 4, 2019, by and between Arrival S.à r.l., Hyundai Motor Company and Kia Motors Corporation (incorporated by reference to Exhibit 10.8 to the Registration Statement on Form F-4 filed December 15, 2020 (file no. 333-251339)).
4.9 ##	Collaboration Agreement Side Letter addressed to Hyundai Motor Company and Kia Motors Corporation from Arrival S.à r.l, dated December 6, 2019 (incorporated by reference to Exhibit 10.9 to the Registration Statement on Form F-4 filed December 15, 2020 (file no. 333-251339)).
4.10 ##	Vehicle Sales Agreement, dated October 8, 2020, by and between Arrival S.à r.l. and United Parcel Service Inc. (incorporated by reference to Exhibit 10.10 to the Registration Statement on Form F-4 filed December 15, 2020 (file no. 333-251339)).
4.11	Warrant Agreement, dated as of October 29, 2020, by and between Arrival S.à r.l. and United Parcel Service General Services Co. (incorporated by reference to Exhibit 10.11 to the Registration Statement on Form F-4 filed December 15, 2020 (file no. 333-251339)).
4.12 ##+	Employment Contract, dated as of January 3, 2019, by and between Arrival Ltd. and Avinash Rugoobur (incorporated by reference to Exhibit 10.12 to the Registration Statement on Form F-4 filed December 15, 2020 (file no. 333-251339)).
4.13 ##+	Employment Letter Agreement, dated as of November 1, 2019, by and between Arrival Automotive, Inc. and Michael Ableson (incorporated by reference to Exhibit 10.13 to the Registration Statement on Form F-4 filed December 15, 2020 (file no. 333-251339)).
4.14 ##+	Employment Contract, dated as of September 14, 2020, by and between Arrival Limited and Denis Sverdlov (incorporated by reference to Exhibit 10.14 to the Registration Statement on Form F-4 filed December 15, 2020 (file no. 333-251339)).
4.15 ##+	Employment Contract, dated June 29, 2020, by and between Arrival Automotive UK Limited and Tim Holbrow (incorporated by reference to Exhibit 10.15 to the Registration Statement on Form F-4 filed December 15, 2020 (file no. 333-251339)).
4.16 ##+	Employment Contract, dated October 6, 2017, by and between Arrival Ltd. and Daniel Chin (incorporated by reference to Exhibit 10.16 to the Registration Statement on Form F-4 filed December 15, 2020 (file no. 333-251339)).
4.17 +	Arrival S.à r.l. Restricted Share Plan 2020 (incorporated by reference to Exhibit 10.17 to the Registration Statement on Form F-4 filed December 15, 2020 (file no. 333-251339)).
4.18 +	Form of Restricted Share Agreement under the Arrival S.à r.l. Restricted Share Plan 2020 (incorporated by reference to Exhibit 10.18 to the Registration Statement on Form F-4 filed December 15, 2020 (file no. 333-251339)).
4.19 +	Form of US Fixed-Sum Loan Agreement for Purchase of Shares under the Arrival S.à r.l. Restricted Share Plan 2020 (incorporated by reference to Exhibit 10.19 to the Registration Statement on Form F-4 filed December 15, 2020 (file no. 333-251339)).
4.20 +	Form of non-US Fixed-Sum Loan Agreement for Purchase of Shares under the Arrival S.à r.l (incorporated by reference to Exhibit 10.20 to the Registration Statement on Form F-4 filed December 15, 2020 (file no. 333-251339)).
4.21 +	Arrival S.à r.l. Share Option Plan 2020 (incorporated by reference to Exhibit 10.21 to the Registration Statement on Form F-4 filed December 15, 2020 (file no. 333-251339)).
4.22 +	Form of Option Grant Letter Agreement under the Arrival S.à r.l. Share Option Plan 2020 (incorporated by reference to Exhibit 10.22 to the Registration Statement on Form F-4 filed December 15, 2020 (file no. 333-251339)).

2

Exhibit No.	Description
4.23 +	Arrival Incentive Compensation Plan (incorporated by reference to Exhibit 4.24 to Arrival’s Form 20-F filed with the SEC on March 26, 2021).
4.24##	Product Manufacture and Supply Agreement, dated as of February 20, 2020, by and between Arrival Elements B.V. and LG Chem, Ltd. (incorporated by reference to Exhibit 10.23 to the Registration Statement on Form F-4/A filed January 21, 2021 (file no. 333-251339)).
4.25 ##	Long Term Agreement, dated as of February 20, 2020, by and between ARRIVAL Elements B.V. and LG Chem, Ltd. (incorporated by reference to Exhibit 10.24 to the Registration Statement on Form F-4/A filed January 21, 2021 (file no. 333-251339)).
4.26 ##	First Supplement to the Long Term Agreement, dated as of October 20, 2020, by and between Arrival Elements B.V. and LG Chem, Ltd. (incorporated by reference to Exhibit 10.25 to the Registration Statement on Form F-4/A filed January 21, 2021 (file no. 333-251339)).
4.27 ##	Prepayment Agreement, dated as of February 1, 2021, by and between Arrival Elements B.V. and LG Energy Solution, Ltd (incorporated by reference to Exhibit 10.26 to the Registration Statement on Form F-4/A filed February 16, 2021 (file no. 333-251339)).
8.1 ##	List of Subsidiaries of Arrival (incorporated by reference to Exhibit 21.1 to the Registration Statement on Form F-1, File No. 333-254885, filed with the SEC on March 31, 2021).
12.1*	Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).
12.2*	Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).
13.1**	Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
13.2**	Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
15.1	Consent of KPMG LLP for Arrival (incorporated by reference to Exhibit 15.1 to Arrival’s Form 20-F filed with the SEC on April 30, 2021).
15.2	Consent of KPMG LLP for Arrival Luxembourg SARL (incorporated by reference to Exhibit 15.2 to Arrival’s Form 20-F filed with the SEC on April 30, 2021).
101.INS*	INLINE XBRL Instance Document.
101.SCH*	INLINE XBRL Taxonomy Extension Schema Document.
101.DEF*	INLINE XBRL Taxonomy Extension Calculation Linkbase Document.
101.CAL*	INLINE XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	INLINE XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	INLINE XBRL Taxonomy Extension Presentation Linkbase Document.

* Filed herewith.

** Furnished herewith.

# Certain schedules, annexes and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K, but will be furnished supplementally to the SEC upon request.

## Certain confidential portions of this exhibit were omitted by means of marking such portions with brackets and asterisks because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed, or constituted personally identifiable information that is not material.

+ Management contract or compensatory plan or arrangement.

3

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form

20-F

and that it has duly caused and authorized the undersigned to sign this Amendment No. 2 to the Annual Report on Form

20-F

on its behalf.

August 11, 2021	ARRIVAL
	By:	/s/ Denis Sverdlov
	Name:	Denis Sverdlov
	Title:	Chief Executive Officer