Broad contact network in the global fintech space. Investor Day Presentation. This non - GAAP financial measure should not be considered in isolation from, or as an alternative to, financial measures determin ed in accordance with GAAP. Securities registration termination. Corporate Overview. 2 Assuming $234mm cash held in trust by RMG, $150mm PIPE proceeds and no redemptions RMG Team & Romeo Director Nominees Phil Kassin President and COO Lionel Selwood, Jr Chief Executive Officer Michael Patterson Founder and Chief Sales Officer, 6 Highly Experienced RMG Management Team Founder and CEO of Riverside Management Group Former CEO of Horsehead Industries Co - Founder of Mohegan Energy Founding Investor & Board Member of Allied Resource Corp. Chairman Jim Carpenter Former Partner, Founder & Co - Head of Power Investment Business at Carlyle (NASDAQ:CG) Former Managing Director of Goldman Sachs (NYSE:GS) Co - Founder & Head of Power Investment Business, Founder & Head of Commodities Principal Investment Business at Goldman Sachs (NYSE:GS) Former Chairman & CEO of Cogentrix Energy CEO and Director Bob Mancini Former Senior Managing Director of Evercore (NYSE:EVR) Former Head of M&A & Financing at Access Industries Former Board Member and Chairman of the Finance & Investment Committee at LyondellBasell (NYSE:LYB) Senior investment banking roles at Morgan Stanley, Goldman Sachs, Merrill Lynch and AIG President, COO and Director Phil Kassin RMGs Due Diligence Conducted on Romeo RMG Acquisition Corp. (RMG) is NYSE listed SPAC which completed its $230mm IPO on February 12, 2019 RMG Management Team has significant public company board experience (NYSE, NASDAQ, and TSX) Sponsored by Riverside Management Group, a leading merchant bank with ~25 years of experience in M&A advisory and principal investing Anchor investors include: RMG Acquisition Corp. Overview G eneral corporate, employment matters and benefits, legal, litigation and potential claims, intellectual property, environmental health and safety, contract review, r eal estate and joint venture capital structure due diligence performed by Latham & Watkins Technical due diligence performed by Roland Berger Accounting and Tax due diligence performed by Grant Thornton Business due diligence completed by RMG RMG led extensive multi - month long industry - wide commercial, business, technological, financial and legal due diligence effort, engaging leading experts and advisors RMG Acquisition Corp. Overview, 7 $310mm Contracted Revenue and up to $2.4Bn Under Advanced Negotiation World - Class Battery Team with Technical Expertise and Deep Industry Experience 7 GWh State - of - the - Art West - Coast Production Facility with Optimized Manufacturing Capabilities Designed for High Growth Attractive and Large Industry Agnostic End Market Opportunity with Initial Focus on $225Bn Commercial Vehicles TAM in North America and Europe Established Customer Reputation for Safety and Reliability Driven by First Principles Research & Development Accelerated and De - risked Commercialization through Strategic Partnerships with Global Leaders in Vehicle Component Technology and Battery Recycling Order Book with Customers Representing ~ 68 % Market Share of the Class 8 Truck Market in North America and Landmark Agreement to Supply Leading Class 8 New Entrant Romeo Power Investment Highlights Across all battery technology categories, Romeo is a clear industry leader Through Romeos differentiated offerings and superior technology, we believe that Romeo is well - positioned to capture an industry - leading share of the estimated $665Bn global CV TAM 1 2 3 4 5 7 6, 8 Todays Agenda Transaction Overview Romeo Power Overview Leading Provider of Battery Packs and Battery Management Systems Validated Technology & Products 2 1, Romeo Power Overview Leading Provider of Battery Packs and Battery Management Systems Section 1. 2 Truck OEM Companies include Volvo, Paccar, Traton and Navistar . REMINDER: RMG Acquisition Corp. & Romeo Power Live Q&A Today to Tender Shares UPDATED, Romeo 4 AN OPPORTUNITY TO INVEST IN LEADING TECHNOLOGY POWERING THE COMMERCIAL VEHICLE ELECTRIFICATION REVOLUTION We are A Leader in Battery Technology with Industry Leading Hardware , Software and Thermal Management Attractive and Large Commercial Vehicle TAM World Class Partnerships and Strategic Players Fully Produced in North America Blue Chip Customer Base, 5 Transaction Summary Romeo and RMG combination to publicly list a dynamic, innovative battery technology company Romeo Team Proposed Transaction Overview Romeo Systems, Inc. (Romeo ) is an industry leader in the design and manufacturing of energy - dense lithium - ion ( Li - ion) battery packs and modules, focused on the electrification of commercial vehicles globally Romeo to combine with RMG Acquisition Corp. ( RMG, NYSE : RMG), a publicly listed special purpose acquisition company with ~$ 234mm cash held in trust 1 and a focus on disruptive technologies in the energy and industrial areas Robert Mancini, CEO, and Phil Kassin, President and COO, from RMG to join Romeo Board, adding their substantial business, financial, legal and public board experience to the governance and operations of the company Transaction reflects a $900mm pre - money equity valuation for Romeo, representing a highly attractive opportunity to invest in a leader in commercial vehicle electrification Romeo to receive ~$340mm cash at closing to fund its attractive growth opportunities 2 Romeo will use proceeds from the Transaction as growth capital primarily to fund expansion of production capacity; working capital to support increasing production demand; and substantial R&D activities devoted to developing the next generation of battery systems technology All - primary transactio n; existing Romeo shareholders, including management and strategic partner BorgWarner (BWA), are rolling virtually 100 % of their equity and collectively are expected to own 67% of the pro forma company at closing $1.3Bn post - money Equity Value $993mm Enterprise Value, with no material debt outstanding at closing Represents 1.3x EV / 2023E Revenue, a highly attractive entry multiple relative to peer group Robert Mancini Chief Executive Officer Lauren Webb Chief Financial Officer 1 As of July 31, 2020. Why Romeo Power Missed Wall Street Estimates - The Motley Fool Romeo Power Investor Alert: Kaplan Fox Investigates SEC.gov | HOME Romeo Power is still a fairly new company having only been founded in 2016. Most of these factors are outside RMGs and Romeos control and are difficult to predict. The recipient also acknowledges and agrees that the information contained in this presentation is preliminary in nature and is subject to change, and any such changes may be material. Configurable Current Collector Serves multiple voltage motors Enables fast upgrade to b attery electric v ehicle (BEV) 2. Larger Packs 1 MWh packs deliver the best BEV solution for long - haul 4. Toolkit. Additional risks and uncertainties are identified and discussed in RMGs reports filed with the SEC. Romeo Power will raise $384 million in the deal, which includes a $150 million PIPE investment from investors such as The Heritage Group and Republic . 5 SPAC Stocks That Have New Merger Deals With Huge Upside Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, RMGs management. 2 Assumes no redemptions from the public shareholders of RMG. you are providing consent to Romeo Power to send you the requested Investor Email Alert updates. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide va riety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Forward - looking statements included in this presentation speak only as of the date of this presentation. Any offer to sell securities will be made o nly pursuant to a definitive Subscription Agreement and will be made in reliance on an exemption from registration under the Securities Act of 1933, as amended, for offers and sales of securities that do not involve a public of fer ing. 3 Since IPO + Additional Upside: Romeo valuation does not include BWA JV revenue opportunity Years After IPO T+3 T+4 T+5 Wall Street Estimates 2013E 2014E 2015E Revenue $ 1,846 $ 2,153 $ 2,717 EBITDA $ 196 $ 286 $ 436 % Margin 11 % 13 % 16 % EV / Revenue 0.8 x 0.7 x 0.6 x EV / EBITDA 7.9 x 5.4 x 3.6 x Years After De - SPAC T+3 T+4 T+5 Mgmt Projections 2023E 2024E 2025E Revenue $ 1,414 $ 3,226 $ 5,640 EBITDA ($ 66) $ 213 $ 666 % Margin NM 7 % 12 % EV / Revenue 2.4 x 1.0 x 0.6 x EV / EBITDA NM 15.6 x 5.0 x Attractive valuation 3Y Forward Revenue Multiple Current 5.4 x At Deal 2.4 x $ 0 $ 40 $ 80 $ 120 0.0 x 5.0 x 10.0 x 15.0 x Mar-20 Apr-20 May-20 Jun-20 Jul-20 Aug-20 Sep-20 Nikola Share Price EV / Revenue Share Price EV / Revenue EV / Revenue At Deal Median EV / Revenue 5.4 x 9.7 x 2.4 x, 46 25.7x 5.4x 2.5x 7.7x 6.5x 4.8x '22E '23E '24E '22E '23E '24E Valuation Benchmarking Enterprise Value / Revenue Enterprise Value / Revenue 11.1x 2.4x 1.0x 2.5x 0.8x 0.7x 3.2x 1.1x 0.5x 0.6x 0.3x 0.2x 5.6x 2.2x 1.3x NM NM 237.2x '22E '23E '24E '12E '13E '14E '22E '23E '24E '22E '23E '24E '22E '23E '24E '22E '23E '24E Hyliion at Deal Lordstown at Deal Tesla at IPO Nikola at Deal Romeo Power Sources: Company materials, Capital IQ as of September 30, 2020 1 Truck Component Companies assumes median of Cummins , Allison, Meritor and Dana. Romeo Power Company Profile: Acquisition & Investors | PitchBook Investor Presentation Q2 FY23. On Tuesday evening Romeo Power, a $1.3bn battery manufacturer for commercial vehicles, reported its first earnings as a listed company after merging with Spac RMG Acquisition Corp on December. By providing your email address below, you are providing consent to Romeo Power to send you the requested Investor Email Alert updates. efficient development of new product offerings WE HAVE OPTIMIZED FOR SPACE EFFICIENCY Market leading interior space relative to vehicle footprint with the industry's first true steer-by-wire platform coming to market MANUFACTURABILITY IS BUILT INTO OUR DESIGNS . Joe Caminiti or Ashley Gruenberg 2 Through JV with BorgWarner Addressable Market Based on IHS - Markit 1 North America and Europe Commercial Vehicle +7mm vehicles sold annually ~$225Bn Global Commercial Vehicle 2 ~$665Bn +17mm vehicles sold annually Class 1 Class 2 Class 3 Class 4 Class 5 Class 6 Class 7 Class 8 Commercial Vehicle Market, 19 Accelerating Electrification of Vehicles All vehicles classes are rapidly shifting towards electric Projected Global Passenger Car EV vs. ICE Sales Growth ( 2020E - 2040E) 0 10 20 30 40 50 60 70 80 90 EV Sales ICE Sales Units (mm) 12+ U.S. States announced plans to make every new medium - and heavy - duty vehicle sold within their borders fully electric by 2050 Source: Morgan Stanley Research The Global Auto Climate Opportunity: Is Your Car Company 'CLEAN '? (August 10, 2020) Regulatory developments driven by consumer / societal pressures to reduce CO2 are helping drive rapid adoption of zero emission vehicles California proposed worlds first zero - emission sales mandate on commercial trucks, including 40% of trucks sold to be zero - emission by 2035 and 100% by 2045 Between 2025 - 2029, European Union fleet - wide average CO2 emissions must be 15% lower compared to 2019 levels; By 2030 they must be 30% lower, 20 Secured Partnerships and Committed Revenue in the CV Space Addressable Market Opportunity with $ 310mm in Committed Revenue and Significant Upside Opportunity The worlds largest logistics players committed to electric fleets Walmart has committed to reducing emissions by 18 % by 2025 Amazon has committed to being carbon neutral by 2040 Buying 100,000 electric vans The USPS is electrifying the majority of its 200,000 vehicle fleet UPS has placed orders for 10,000 electric delivery vehicles DHLs Mission 2050 targets zero - emission logistics by 2050 operate 70% of pick - up and delivery services with clean solutions IKEA is targeting 100% electric global deliveries by 2025 Republic Services o rdered 2,500 BEV waste trucks from Nikola with deliveries targeted in 2023 Virtually all major OEMs have announced electric vehicle programs LR Refuse, Refuse, Testing 2020 AEOS, Class 7 Truck, Announced Production 2020 Z.E. These projections are for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. Romeo Power Is a SPAC Stock You Can Fall in Love With Romeo Power Is a SPAC Stock You Can Fall in Love With Founded By Tesla, SpaceX Engineers, Battery Maker Romeo Power Finds SPAC You are cautioned not to place undue reliance upon any forward - looking statements. If you experience any issues with this process, please contact us for further assistance. 2 Important Notice This presentation (the presentation) is for informational purposes only and does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity, debt or other financial instruments of RMG Acquisition Corp. (RMG) or Romeo Systems, Inc. (Romeo) or any of their respective affiliates. 2 Based upon Wall Street consensus research estimates at IPO and Capital IQ as of March 3, 2011. Romeo Power for an online investor presentation and live Q&A discussionregarding their proposed merger Date: Tuesday, December 15th Time: 1:00 p.m. (Eastern Time) * Management will be taking questions from the audience * Share this: LinkedIn Twitter Print Email ByKristi Marvin Search Cart Archives Romeo is a battery power company that designs and makes lithium-ion battery modules and packs for commercial electric vehicles. Romeo Power SPAC Merger: 13 Things to Know About RMO Stock as - Insider RMG stockholders will also be able to obtain copies of the proxy statement/prospectus and definitive proxy statement (when av ail able) and other documents filed with the SEC by RMG through the SECs website at www.sec.gov. The presentation has b een prepared to assist parties in making their own evaluation with respect to the proposed business combination between RMG and Romeo and related transactions (the Business Combination) and for no other purpose. Romeo Power powers down its revenue forecast | Financial Times Cell Science Not being bound to any one cell supplier enables Romeo to deliver the BEST cell per application 5. Forward - looking statements This presentation contains forward - looking statements within the meaning of The Private Securities Litigation Reform Act of 19 95. We obtained this information and statistics from third - party sources, including reports by market research firms and company filings. Announces Extension of Exchange Offer to Acquire Romeo Power Common Stock, TENDER REMINDER FAQ for Romeo Protera share price estimated using ArcLight share price as proxy; aggregate value assumes 240.1 pro forma shares outstanding an d ($801MM) of net debt based on January 2021 Investor Presentation 2023E - 2025E . Romeo Power: A SPAC Stock You Can Fall In Love With PDF Energy Tech: Decarbonizing Commercial Vehicles and Romeo Power Joint Merger Press Release, 7-30-22 8K: 2025E Rev. 312-445-2870 JVs Sales Field of Use JV Allows Romeo to Efficiently Accelerate Penetration of Broader CV Market with a World - class Partner F ulsome Partnership incl. The principal limitation of this non - GAAP financial measure is that it excludes significant expenses and income that are require d by GAAP to be recorded in Romeos financial statements. Stockholders UPDATED, Romeo Stockholders Tender Reminder: Process & Instructions for How 3/25/22. Battery maker Romeo Power has agreed to merge with blank-check company RMG Acquisition in a deal that values the combined business at $1.33 billion. Here's what investors need to know about Romeo Power and its recent SPAC merger. RMG Acquisition Corp. (NYSE: RMG) Continues To Generate - Wccftech RMG Acquisition Corp | RMG Capital With the highest energy dense modules on the market, Romeo Power is on a mission to power the worlds transition to electrification and has a bold vision to create a world where energy poverty no longer exists. Participants in the Solicitation RMG and its directors and officers may be deemed participants in the solicitation of proxies of RMG stockholders in connectio n w ith the Business Combination. Truck Component Median 3 Truck OEM Median 4 At Deal 1 At Deal 1 At Deal 1 At IPO 2 At Deal 1 Truck OEM Median 4 $3.2 $2.1 $2.8 $1.4 $5.8 $1.2 $0.4 $0.5 $1.1 $84.8 $7.2 NA NA NA $196 $602 $286 $188 $600 $213 2024E Revenue ($Bn) / EBITDA ($mm) Consensus Estimates Truck Component Median 3 Consensus Estimates At Deal 1 At IPO 2 At Deal 1 $.1 At Deal 1 At Deal 1 At Deal 1 At Deal 1 NM $2.2, 49 Leading the Way Towards Electrification of the Global Transportation Industry Leader in Battery Technology Enabling Zero Emissions at Scale Leading the Charge in Green Energy Accessibility. Romeo Power - Events & Presentations 2021 Romeo Power, Inc. All Rights Reserved. We do not intend our use or display of other companies tr ademarks or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies. Romeo Power, Inc. ("Romeo Power" or the "Company") (NYSE: RMO), an energy technology leader delivering advanced electrification solutions for complex commercial vehicle applications, today announced its financial results for the third quarter ending September 30, 2021. Romeo Stockholders: Click HERE for the Latest Information About the Tender Offer for the Nikola Transaction, Alpha IR Group Romeo first batteries will reach end of life between 2025 and 2027 . Entry into a Material Definitive Agreement, Nikola Joe Caminiti or Ashley Gruenberg 2021 Romeo Power, Inc. All Rights Reserved. Stockholders, Romeo Stockholders Tender Reminder: Process & Instructions for How BWA holds 60% JV equity ownership to Romeos 40% Cements partnership with the worlds preeminent vehicle supplier to accelerate Romeos global growth and bolsters operational execution BWA Commercial Relationship BWA provides design, engineering, manufacturing, sales and services expertise to Romeo and to the Romeo / BWA JV Provides flexibility for both entities to rapidly scale operations in highly capital efficient manner while maintaining high levels of product quality Romeo Partnership with BorgWarner Significantly De - Risks Production Execution 1 Market cap as of September 30, 2020, 22 Strategic Joint Venture with BorgWarner (Contd) Aligned key objectives and responsibilities within the JV JV Ownership Contribution of Technology, Services and Expertise JV Ownership Contribution of Services and Expertise Operational Responsibilities Design and develop new technology >> Romeo CTO is Chief Engineer Support customer acquisition efforts >> technical sales, costing, quoting Guide supplier selection / qualification >> vet potential suppliers, conduct site visits and quality audits Perform Application Engineering Services / Engineering Studies Operational assets / personnel : Chief Engineer, Technical Sales, Design Engineers; Testing Resources (Cell Characterization, Safety, Reliability, and Validation) Contributions / ongoing support of JV: R&D in JV Field of Use Romeo Power Purview within the JV Contributions / ongoing support of JV Space in existing manufacturing facilities worldwide Global supply chain and supplier quality organization Leveraging vendor base for best material costs Manufacturing engineering and automotive quality systems expertise Access to existing OEM customers for cross - selling Back office support for JV operations BorgWarner Responsibilities Operational Responsibilities Produce Romeo products on global scale Lead sales , BD, and account management for LV globally and CV markets outside North America Provide in region applications engineering support and field support Operational assets / personnel : General Manager, EU Sales Team, Global Supply Chain Management, Production Expertise JV Responsibilities Joint Venture Light Vehicles & CVs < 20k lbs CVs > 20k lbs outside N.A. (SPAC) 000000 00: BorgWarner Romeo Power: 28-Jun-2019: Joint Venture: Electrical Equipment: 0000000 0: 2 Truck Component Companies assumes median of Cummins , Allison, Meritor and Dana (T+3) (T+4) Tesla Today Nikola Today 2021E EV OEM 10.9x 5.1x '23E '24E 114.3x 17.1x NM NM NM 9.6x 7.4x Truck Component Median 2 Truck OEM Median 1 Hyliion at Deal Lordstown at Deal Tesla at IPO Nikola at Deal Canoo at Deal QuantumScape at Deal NM 15.6x 7.9x 5.4x 5.1x 1.8x 3.2x 1.6x NM 9.8x NM NM '23E '24E '13E '14E '23E '24E '23E '24E '23E '24E '23E '24E, 48 17% 29% 13% 13% 10% NM NM 7% NM 18% 16% 12% 10% 3% 14% 13% Represents 2022E Margins 228% 147% 108% 87% 85% NA NA NA 68% NM 220% 61% 54% 35% 27% 7% Operational Benchmarking Revenue 2022E - 2024E CAGR 2024E EBITDA Margin Sources: Company materials, Capital IQ as of September 30, 2020 1 Figures represent CAGRs and margins based on company projections as publicly disclosed in investor presentations 2 Based off consensus research estimates at IPO, Capital IQ as of March 3, 2011 3 Truck Component Companies assumes median of Cummins , Allison, Meritor and Dana 4 Truck OEM Companies include Volvo, Paccar, Traton and Navistar . 2 Binding provision with Minimum Order Quantity (MOQ) over three - year period. RMG and Romeo believe that the use of this non - GAAP financial measure prov ides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing Romeos financial measures with other similar companies. 2 Important Notice This presentation (the "presentation") is for informational purposes only and does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity, debt or other financial instruments of RMG Acquisition Corp. ("RMG") or Romeo Systems, Inc. ("Romeo") or any of their respective Download PDF . Romeo has ~150 employees and more than 60 battery-specific engineers and a 113,000 square foot manufacturing facility in Los Angeles, California. TENDER REMINDER FAQ for Romeo (T+2) (T+3) (T+4) Canoo at Deal Tesla Today Nikola Today 2021E EV OEM 2.4x 1.3x 0.9x '22E '23E '24E 22.3x 20.8x 12.4x 7.7x 2.1x 1.2x 1.0x Truck Component Median 1 Truck OEM Median 2 QuantumScape at Deal, 47 NM NM 36.2x 31.2x '23E '24E '23E '24E Valuation Benchmarking (Contd) Enterprise Value / EBITDA Enterprise Value / EBITDA Romeo Power Sources: Company materials, Capital IQ as of September 30, 2020 1 Truck OEM Companies include Volvo, Paccar, Traton and Navistar. The challenge that Romeo faces is one of supply and demand. You can unsubscribe to any of the investor alerts you are subscribed to by visiting the unsubscribe section below. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. You can unsubscribe to any of the investor alerts you are subscribed to by visiting the unsubscribe section below. Romeo Power for an online investor presentation and live Q&A discussion regarding their proposed merger Date: Tuesday, December 15th Time: 1:00 p.m. (Eastern Time) * Management will be taking questions from the audience * By Kristi Marvin Search Archives Contact Terms of Use Privacy Policy S-8 POS. 3 Binding provision with MOQ over five - year period MOU, Prototype and Development Contracts Production Contracts, 21 BorgWarner Inc. is a global tier 1 automotive supplier with world - class manufacturing, engineering and technology development expertise BWA has annual revenue of approximately $ 10Bn, over 60 manufacturing facilities globally and deep relationships across the global vehicle customer universe and supply chain BWA has a rapidly growing alternative propulsion portfolio including industry - leading power electronics and EV drivetrain components Strategic Joint Venture with BorgWarner Enables acceleration of Romeo growth and significantly de - risks production execution ~$8.0Bn 1 Market Cap ~29,000 Employees 67 Locations in 19 Countries ~6,430 Patents Customer Diversity (Sales) 37% 35% 17% 11% Europe Americas China Asia (ex. Stockholders, potential investors and o the r interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decision.

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