CAPITAL AND RESERVES | CAPITAL AND RESERVES Share capital and share premium Number of shares as of December 31, (thousand shares) Balance as of December 31, (USD thousand) Note 2021 2020 2021 2020 Ordinary shares (iii) 657,661 880,000 5,918,443 305,378 Preference shares (iii)/(vi) — 76,413 — 300,466 a. The number of ordinary shares and preferred A shares for 2021 are of Arrival and for 2020 are of Arrival Luxembourg S.à r.l.. (i) Movements in ordinary shares Note Number of ordinary shares (thousands) Par value (USD thousand) Share Premium (USD thousand) Total (USD thousand) As at January 1, 2020 880,000 252,091 53,219 305,310 Contribution of shares by Kinetik (x) (50,000) (13,724) — (13,724) Contribution of Roborace Ltd by Kinetik 8B — — 68 68 Treasury shares (x) 37,508 10,295 — 10,295 Shares sold to RSP Scheme members (x),(xi) 12,492 3,429 — 3,429 As at December 31, 2020 880,000 252,091 53,287 305,378 Initial share capital of Arrival 300 35 — 35 Reduction of capital of Arrival (iv) (300) (35) — (35) Adjustment on exchange of ordinary share of Arrival Luxembourg S.à r.l. for ordinary shares in Arrival * (v)/(xiv) (388,816) (194,067) 4,578,428 4,384,361 Exchange of preferred A shares of Arrival Luxembourg S.à r.l. for ordinary shares in Arrival* (vi)/(xiv) 42,651 5,038 302,688 307,726 Issuance of share capital as consideration for the merger with CIIG (vii) 72,322 8,543 711,625 720,168 Treasury shares (x) (50) 6 — 6 Sale of treasury shares (x) 50 (6) — (6) Conversion of warrants into shares (viii) 14,274 1,694 139,149 140,843 Issuance of share capital (ix) 37,230 4,199 349,483 353,682 Less: Transaction cost arising on shares issued (ix) — — (18,046) (18,046) Impact from conversion of share capital from EUR to USD — -3,452 -272,217 -275,669 Balance as at December 31, 2021 657,661 74,046 5,844,397 5,918,443 * The exchange of ordinary and preferred A shares of Arrival Luxembourg S.à r.l. for shares of Arrival are presented net in the consolidated statement of change in equity. (ii) Movements in preferred A shares Note Number of preferred A shares (thousands) Par value (USD thousand) Share Premium (USD thousand) Total (USD thousand) Opening balance as at January 1, 2020 (xiii) 29,333 8,206 103,684 111,890 Increase of share capital (xiii) 47,080 13,829 174,747 188,576 Balance as at December 31, 2020 76,413 22,035 278,431 300,466 Exchange of preferred A shares in Arrival Luxembourg S.à r.l. for ordinary shares in Arrival (vi) (76,413) (22,035) (278,431) (300,466) Balance as at December 31, 2021 — — — — (iii) Ordinary shares and preferred A shares The authorized ordinary share capital of the Company is represented by 2,700,000,000 (2020: 300,000) of nominal value of EUR 0.10 each. The ordinary shares for 2020 amounted to 880,000,000 of nominal value of EUR 0.25 each which was the authorized ordinary shares of Arrival Luxembourg S.à r.l. The authorized preferred A shares of the Company is nil (2020: nil). The preferred A shares for 2020 amounted to 880,000,000 of nominal value of EUR 0.25 each which was the authorized preferred A shares of Arrival Luxembourg S.à r.l. (iv) Reduction of ordinary shares On March 23, 2021, during the Extraordinary General Meeting of Arrival it was resolved to reduce the share capital by an amount of USD 35,496 by cancellation of 300,000 shares held by Arrival Luxembourg S.à r.l. and to allocate the amount of the capital reduction to Equity reserves. (v) Exchange of ordinary share held in Arrival Luxembourg S.à r.l. for ordinary shares of the Company On March 23, 2021, the Directors of Arrival resolved to increase the share capital of the Company by USD 58,023,784 and accept the subscription for the ordinary exchange new shares by Kinetik, Arrival Luxembourg S.à r.l. and Computershare Trustees (Jersey) Limited (the “Trust”) and accept payment for these new shares by contributions in kind consisting shares of Arrival Luxembourg S.à r.l. In total, 880,000,000 shares of Arrival Luxembourg S.à r.l have been exchange for 491,183,856 new shares of the Company having a share premium of USD 4,631,715,417 (see note (xiv) for impact for exchange of share from Arrival Luxembourg S.à r.l. to Arrival). (vi) Exchange of preferred A share held in Arrival Luxembourg S.à r.l. for ordinary shares of the Company On January 4, 2021, the Directors of Arrival resolved to increase the share capital of the Company by USD 5,038,202 and accept payment for these new ordinary shares by contributions in kind consisting of the preferred A shares the contributors held in Arrival Luxembourg S.à r.l. The aggregate amount contributed amount to USD 307,726,045 (see note (xiv) for impact for exchange of share from Arrival Luxembourg S.à r.l. to Arrival). (vii) Issuance of new ordinary shares to CIIG for the reverse merger On March 24, 2021, the Directors of Arrival resolved to increase the share capital of the Company by USD 8,543,000 by issuing 72,322,267 new ordinary shares with a nominal value of EUR 0.10 each having the same rights and privileges as the existing shares 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. (“CIIG”) 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 Arrival Vault Inc (previously names ARSNL Merger Sub Inc.) into CIIG Merger Corp. with payment of a share premium in an aggregate amount of USD 711,625,000. All contributions in kind represent a value in an aggregate amount of USD 720,168,000. The total net cash received from the merger amounted to USD 631,297,000. The fair value of the of the shares issued amounted to USD 1,591,090,000 and the consideration received amounted to USD 720,168,000 as indicated previously.The difference of an amount USD 870,922,000 has been recognized, as per the requirements of IFRS 2, in other reserves. (viii) Redemption of warrants On June 18, 2021, the Company announced that it elected to redeem all outstanding public warrants that were issued under the Warrant Agreement dated December 12, 2019 (see note 16). One public warrant was exchanged for one ordinary share at USD 11.50 per share. The Company has issued 12,225,957 new ordinary shares to the public warrant holders that did exercise their option. The Company has raised a total amount of USD 140,598,506 allocated as follows between share capital and share premium: share capital USD 1,449,705 and share premium USD 139,148,801. Following the announcement for the redemption of warrants, several private warrants holders have also exercised their right to redeem their warrants on a cashless basis. As of December 31, 2021 4,783,334 private warrants have been exercised resulting in the issuance of 2,048,117 new ordinary shares increasing the share capital of the Company by USD 244,383. The difference between the fair value of the warrants and the shares issued has been recorded in Equity reserves (see note 13). (ix) Issuance of new ordinary share – public follow-on offering On November 23, 2021, the Company has issued 37,229,736 new ordinary shares, including the full exercise by the underwriters of their option to purchase an additional 4,856,052 ordinary shares. The total proceeds from the issuance of these new shares amounted to USD 353,682,000 and the amount has been allocated between share capital and share premium as follows: share capital: USD 4,199,000 and share premium: USD 349,483,000. For the issuance of these shares, the Company incurred an incremental cost of USD 18,046,000. As per IAS32, transaction costs of an equity transaction are accounted as a deduction from equity. The amount identified as incremental cost has been deducted from share premium. (x) Treasury shares 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 (the equivalent of USD 0.27) in Arrival Luxembourg S.à r.l. The treasury shares have been exchanged for shares of the Company (see note 13A(v)). Treasury shares are shares held by the Company for the purpose of issuing shares to the employees under the Arrival Share Option Plan 2020 scheme and the Restricted Stock Unit scheme (see note 23). Details Note Number of shares (thousands) Opening balance as at January 1, 2020 — Contribution of Treasury shares by Kinetik x 50,000 Acquisition of shares by the Trust xi (12,492) Closing balance as at December 31, 2020 37,508 Adjustment on transfer of treasury shares from Arrival Luxembourg S.à r.l. to Arrival (16,572) Acquisition of treasury shares 167 RSU scheme shares allocated (13) SOP scheme shares allocated (204) Closing balance December 31, 2021 20,886 The acquisition of treasury shares and the shares allocated to RSUs and SOPs have been presented net in note 13(i). As described in the note above the treasury shares have been contributed by Kinetik to Arrival Luxembourg S.à r.l.. As per Luxembourg Law own shares are not cancelled, thus we present the movements between new shareholders and the treasury shares held by the Company in table (i), which have nil impact. A reconciliation of treasury share movement is presented in the table above. The adjustment on transfer of treasury shares from Arrival Luxembourg S.à r.l. to Arrival was done to facilitate the reverse merger. CIIG shares have been of USD 0.10 each, while the shares of Arrival Luxembourg S.à r.l. were EUR 0.25 each. Arrival's ordinary shares are of nominal value of EUR 0.10 each. For the exchange of share between Arrival Luxembourg S.à r.l. and Arrival, a ratio of 0.55816 has been used for all owners of shares of Arrival Luxembourg S.à r.l.. (xi) Treasury shares sold to RSPs On October 8, 2020, Arrival Luxembourg S.à r.l. adopted the Arrival Restricted Share Plan 2020 under which awards may be made, comprising the acquisition of ordinary shares in the capital of Arrival Luxembourg S.à r.l. 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, Arrival Luxembourg S.à r.l. and Computershare Trustees (Jersey) Limited (the “Trust”) entered into a nominee agreement dated October 8, 2020 under which the Trust, 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, Arrival Luxembourg S.à r.l. 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 USD 49,856,271 payable by the participants. (xii) Conversion of share premium to share capital On October 4, 2019, in an Extraordinary General Meeting of the Arrival Luxembourg S.à r.l., it was resolved to reduce the nominal value of the ordinary shares from EUR 1.00 (the equivalent of USD 1.20) to EUR 0.25 (the equivalent of USD 0.30) and to convert 16,000 ordinary shares with a nominal value of EUR 1.00 (the equivalent of USD 1.20) each into 64,000 ordinary shares with a nominal value of EUR 0.25 each (the equivalent of USD 0.30). In addition, it was decided to increase the share capital of Arrival Luxembourg S.à r.l. by an amount of USD 252,071,586 by issuing 879,936,000 ordinary shares with a nominal value of EUR 0.25 (the equivalent of USD 0.30) which were entirely paid up through the conversion of existing distributable reserves into share capital of the Company. (xiii) Issuance of preferred A shares On October 12, 2020, Arrival Luxembourg S.à r.l. issued, 44,146,679 new preferred A shares with a nominal value of EUR 0.25 each. At the same date, twelve BlackRock Funds and WCPF II Holding Ltd have subscripted to these shares for o total subscription price of USD 177,574,953. An amount of USD 13,022,167 was allocated to the share capital and USD 164,552,786 to the share premium. 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 USD 10,194,260 so as to raise the share capital of Arrival Luxembourg S.à r.l. from USD 260,297,269 to USD 261,104,009. On the same date, these shares were subscribed by United Parcel Service General Services Co ("UPS") for a total subscription price of USD 11,001,000 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). In aggregate the total amount received from the issuance of preferred A shares amounted to USD 188,575,953 allocating USD 13,828,907 to the share capital of the company and USD 174,747,046 to the share premium. On December 30, 2019, in an Extraordinary General Meeting of the Arrival Luxembourg S.à r.l., it was resolved to increase the share capital of the Arrival Luxembourg S.à r.l. by an amount of USD 8,206,000 by issuing 29,333,341 new preferred A shares with a nominal value of EUR 0.25 each . The total subscription price amounted to USD 111,890,000 out of which an amount of USD 103,684,000 in cash was allocated to the share premium. (xiv) Impact on the shares from the change of Arrival Luxembourg S.à r.l. being the parent entity of the Group to Arrival The below table summarizes the impact the exchange of shares that occurred and as described in the notes above: In thousands Share capital in Arrival Share premium in Arrival Share capital in Arrival Luxembourg S.à r.l. Share premium in Arrival Luxembourg S.à r.l. Exchange impact in share capital Exchange impact in share premium Ordinary shares 58,024 4,631,715 (252,091) (53,287) (194,067) 4,578,428 Preferred A shares exchange for ordinary shares 5,038 302,688 (22,035) (278,431) (16,997) 24,257 Total 63,062 4,934,403 (274,126) (331,718) (211,064) 4,602,685 The difference between the carrying amount of Arrival Luxembourg S.à r.l. shares of USD (605,844,000) (share capital and share premium) and the fair value at which the shares of Arrival have been issued of USD 4,997,465,246 (share capital and share premium) amounts to USD 4,391,621,246 which has been recognized in other reserves. (xv) Kinetik contributions to Arrival Luxembourg S.à r.l. During the financial year 2019, Kinetik made additional capital contributions to the share premium account for an aggregate amount of USD 167,237,020. An amount of USD 91,559,674 was contributed in cash and USD 75,677,346 was contributed in kind (see note 8). B. Other reserves Notes Foreign currency translation Share based payments RSPs Equity reserves Total January 1, 2020 3,023 — — — 3,023 Other currency translations 16,490 — — — 16,490 Share-based expense — 28,385 — — 28,385 Sale of treasury shares to RSPs — — 49,856 — 49,856 Difference between fair value and nominal value of shares held by the Trust 9 — — (17,866) — (17,866) 31 December 2020 19,513 28,385 31,990 — 79,888 Other currency translation (18,573) — — — (18,573) Impact from conversion of share capital from EUR to USD 275,669 — — — 275,669 Reduction of share capital (iv) — — — 35 35 Exercise of warrants into shares (vii) — — — 82,424 82,424 Adjustment of shareholding transfer from Arrival Luxembourg S.à r.l. to Arrival (v/vi) — — — (4,391,621) (4,391,621) Issuance of share capital as consideration for the merger with CIIG — — — 870,922 870,922 Share-based expense — 5,189 — — 5,189 Share options exercise — 1,466 — — 1,466 Purchased own shares — — (1,203) — (1,203) 31 December 2021 276,609 35,040 30,787 (3,438,240) (3,095,804) |