Forward-Looking Statements Legend
This communication may contain a number of forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include information concerning Harley-Davidson, Inc. (H-D)s, LiveWire EV, LLC (LiveWire)s or
AEA-Bridges Impact Corp. (ABIC)s possible or assumed future results of operations, business strategies, debt levels, competitive position, industry environment, potential growth
opportunities and the effects of regulation, including whether the Business Combination will generate returns for shareholders. These forward-looking statements are based on H-Ds, LiveWires or
ABICs managements current expectations, estimates, projections and beliefs, as well as a number of assumptions concerning future events. When used in this communication, the words estimates, projected,
expects, anticipates, forecasts, plans, intends, believes, seeks, may, will, should, future, propose and
variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements.
These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks,
uncertainties, assumptions and other important factors, many of which are outside H-Ds, LiveWires or ABICs managements control, that could cause actual results to differ materially from
the results discussed in the forward-looking statements. These risks, uncertainties, assumptions and other important factors include, but are not limited to: (a) the occurrence of any event, change or other circumstances that could give rise to
the termination of negotiations and any subsequent definitive agreements with respect to the Business Combination; (b) the outcome of any legal proceedings that may be instituted against H-D, LiveWire,
ABIC or others following the announcement of the Business Combination and any definitive agreements with respect thereto; (c) the inability to complete the Business Combination due to the failure to obtain approval of the shareholders of ABIC,
to obtain financing to complete the Business Combination or to satisfy other conditions to closing; (d) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or
regulations or as a condition to obtaining regulatory approval of the Business Combination; (e) the ability to meet the applicable stock exchange listing standards following the consummation of the Business Combination; (f) the inability
to complete the private placement transactions or the backstop facility contemplated by the Business Combination Agreement and related agreements, as applicable; (g) the risk that the Business Combination disrupts current plans and operations
of LiveWire or its subsidiaries as a result of the announcement and consummation of the transactions described herein; (h) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other
things, competition, the ability of LiveWire to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (i) costs related to the Business Combination; (j) changes
in applicable laws or regulations, including legal or regulatory developments (including, without limitation, accounting considerations) which could result in the need for ABIC to restate its historical financial statements and cause unforeseen
delays in the timing of the Business Combination and negatively impact the trading price of ABICs securities and the attractiveness of the Business Combination to investors; (k) the possibility that
H-D, LiveWire and ABIC may be adversely affected by other economic, business, and/or competitive factors; (l) H-Ds ability to execute its business plans and
strategies, including The Hardwire; (m) LiveWires estimates of expenses and profitability and (n) other risks and uncertainties indicated from time to time in the final prospectus of ABIC, including those under Risk
Factors therein, and other documents filed or to be filed with the SEC by H-D, LW EV Holdings, Inc. (HoldCo) or ABIC. You are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
Forward-looking statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements, and H-D, LiveWire, HoldCo and ABIC assume no obligation and, except as required by law, do not intend to update or revise these
forward-looking statements, whether as a result of new information, future events, or otherwise. Neither H-D, LiveWire, HoldCo nor ABIC gives any assurance that either LiveWire or ABIC will achieve its
expectations.
Additional Information and Where to Find It
In connection with the proposed business combination between LiveWire EV, LLC (LiveWire) and
AEA-Bridges Impact Corp. (ABIC) (the Business Combination), LW EV Holdings, Inc. (HoldCo) and ABIC intend to file a registration statement on Form S-4 (as may be amended from time to time, the Registration Statement) as co-registrants that includes a preliminary proxy statement/prospectus of ABIC and a
preliminary prospectus of HoldCo, and after the Registration Statement is declared effective, ABIC will mail a definitive proxy statement/prospectus relating to the Business Combination to ABICs shareholders. The Registration Statement,
including the proxy statement/prospectus contained therein, when declared effective by the Securities and Exchange Commission (SEC), will contain important information about the Business Combination and the other matters to be
voted upon at a meeting of ABICs shareholders to be held to approve the Business Combination (and related matters). This Current Report on Form 8-K does not contain all the information that should be
considered concerning the Business Combination and other matters and is not intended to provide the basis for any investment decision or any other decision in respect of such matters. Harley-Davidson, Inc.
(H-D), HoldCo and ABIC may also file other documents with the SEC regarding the Business Combination. ABIC shareholders and other interested persons are advised to read, when available, the
preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the Business Combination, as these materials will contain important information about H-D, LiveWire, HoldCo, ABIC and the Business Combination.