Good morning, ladies and gentlemen, and welcome to the Ceres Power Holdings investor presentation relating to the joint venture in China. Throughout this recorded presentation, investors will be in listen-only mode. Questions are encouraged. They can be submitted at any time using the Q&A tab on the right-hand corner of your screen. Just please simply type in your question and press send. The company may not be in a position to answer every question it receives during the meeting itself. However, the company will review all questions submitted today and publish responses where it's appropriate to do so. These will be available via your Investor Meet Company dashboard. Just to note, this presentation is scheduled for around 30 minutes in total. Before we begin, we'd like to submit the following poll, and if you would give that your kind attention, I'm sure the company will be most grateful. I'd now like to hand over to Elizabeth Skerritt, Director of Corporate Communications. Good morning. Good morning, everybody, and thanks for joining us. I'm really delighted to be joined by Phil Caldwell, our CEO, and Eric Lakin, our new CFO. I'm also very grateful to have Tony Cochrane's support. He's our Chief Commercial Officer, and he's based in Vancouver. He's been instrumental alongside Phil in getting this deal over the line. I'm gonna hand over to the guys to run through the presentation, and then we'd be happy to take some Q&A. Phil? Great. Thanks, Elizabeth, and thanks, everybody, for joining. We're very pleased to talk you through what's an incredibly exciting deal and a very significant milestone for the company today and one that's been highly anticipated. If we go to the first slide, please. Those of you that know the company well know that we have a very strong relationship with Weichai, and we've always had ambitions for the Chinese market. We view China, obviously, as key to getting to net zero and one of the biggest markets for our technology that there is. Today we're very pleased to announce that we've signed a heads of terms as a three-way agreement, which includes one of our other major strategic partners, Bosch. The addition of Bosch is incredibly exciting because it strengthens this deal significantly. Bosch is probably well known to you as the global industrialist and manufacturer, but also has a very significant operating history and footprint in China with over 55,000 employees. It already has a very strong relationship with Weichai as well, in supplying various different business streams into Weichai, so it's a logical partner to add into our collaboration for China. The intention now is that we are actually going to have two joint ventures that service the China market. The first one will be a three-way system joint venture where we pool our capabilities between Bosch, Weichai and Ceres to develop solid oxide fuel cell systems for a number of applications, including motive and also significantly adding stationary power applications to that. The second entity will be a two-way entity for manufacturing of stacks in country in China. It's very consistent, this deal, with our business model in that our main role in this will be as the technology provider and providing the license to an extension of our relationship with Bosch to enable manufacturing in China. I'm gonna hand you over to Tony, our Chief Commercial Officer, to give you some more details around these different joint venture arrangements. Tony. Thank you, Phil. I'll talk about some of the ingredients of the two joint ventures that Phil just mentioned. The first one I'll talk about is the system joint venture, which is the joint venture that Ceres will have an equity position in, 10%. The majority shareholder will be Weichai, and Bosch will have the residual stake above and beyond what Ceres takes in its 10% holding. The scope of this joint venture is to produce the systems that access the market applications for both stationary power and motive, commercial vehicle and bus, motive power in China. Under the agreement, both Ceres and Bosch will be providing licenses to system designs. Some of them are represented here. Examples are, there's a Bosch 10 kW system, which is under validation testing in many applications in Europe. The extension of that product line would also be well suited to the China stationary applications. Obviously, the work that we've already described between Ceres and Weichai on developing systems for buses and stationary applications would also form part of the product lines of the system entity. The combination of that expertise is expected to not only expand the product portfolio, but also expand the market applications accessible to the JV under a license. Initially, the stacks that will be incorporated into those systems will come from the Bosch facility in Germany that's being developed right now. Subsequently, once the factory is established in China, it would be primarily serviced from that factory. If I go on to the next slide to talk about the stack joint venture. The stack joint venture will be a venture that is heavily majority owned by Bosch with a minority interest from Weichai. Ceres will not be an equity holder or a party to that joint venture, but that joint venture will be practicing a license from Ceres, which would be an extension of the Bosch license already being practiced in Germany. What this deal enables is Bosch to build a factory in China using a lot of the learnings and the footprint that they've already been working on during our collaboration over the last two years. The benefit of this, of course, is that you don't have to go on a second learning curve. We're benefiting from all of the investment that Bosch has already made in de-risking the implementation of a manufacturing footprint, and they will already have an active factory in Germany as they establish their manufacturing footprint in China. Obviously that not only limits the risk, but it also could enable an accelerated execution of that manufacturing footprint, which is what we all hope for. The royalties on the stack will be preserved as they are structured in the agreement with Bosch. Obviously, the payment streams for the access to China will be incremental, but the royalty streams per stack will be consistent with the active agreements that we've already described. Eric is gonna go through some of those financials now. Just a last slide on the market in China. We could spend this entire session talking about the market in China. We won't try and digest all of it other than to say that this collaboration has materialized because the Chinese market is seen by the three parties as the largest market in the world for this technology. China is embarking on a very ambitious energy transition in support of some of the things that they committed to do, to the world in the recent COP meetings. The first step as we perceive it is going to be a migration from coal to a much greater use of natural gas. Obviously, that plays very well to Ceres technology. As we've already communicated, the transition is a long-term transition from coal to natural gas and ultimately to zero carbon fuels. The Ceres technology is seen as an enabler of that entire transition. Not only the first step to natural gas, but also to future steps into zero carbon fuels and ultimately hydrogen. This is a very ambitious long-term play by the three parties in the largest market in the world for clean energy technologies. We're very excited that we have some of the strongest players in the industry collaborating with us. Thanks, Tony, and great to meet everyone, virtually. I must say I'm very pleased to, for my first investor meeting, to be part of the presentation for this, important strategic collaboration announcement. As Phil and Tony have mentioned, this new joint venture arrangement is building on the current business model that Ceres already has in place with its strategic partners. It's a model of initial license fees. The license fees will be GBP 30 million in total, split equally between the stack and the system joint venture, payments from those entities ultimately to the UK company. We expect the payments to be spread evenly over 3 years. The timing of the revenue recognition is to be determined, and it's subject to the detailed agreements. We'll have to update on that later once those are known. That's a high profitable income stream. The investment itself, we're expecting up to 10% investment in just the system JV, no investment in stack JV. We're expecting that investment to be of the order of GBP 20 million, likely to be spread over the 3-4 years. The total funding for that stack JV is to provide working capital, losses and capital expenditure up to the point of break even of that system joint venture. Beyond that, once the business is profitable down the line, we'd expect to receive additional funds in terms of dividends from that system JV. In terms of the royalties, and that's the real value from this arrangement, there will be royalties consistent with other arrangements that Ceres has. Our previous guidance has been $50-$100 per kilowatt. Over time, those royalties will increase as volume grows. In any interim between license fees and when royalties become significant, there are minimum payments planned for the contract to fill any gap during those one or two years before production becomes significant. As a last point, as I say, detailed agreements are now being prepared, and we expect to finalize definitive contracts in the coming months. You may be familiar with this slide. This just reinforces the business model that Ceres has talked about. We're in that near-term growth phase, where we receive license fees. It's worth adding there'll be additional engineering services as well, providing to the joint venture as well in the meantime. Over time, once the production volume starts and sales of the system and stacks commence, we'll receive royalties from those on an ongoing basis each year. With that, I'll hand back to Phil. Great. Thanks, Eric. Thanks, Tony. Look, to summarize, you know, we've been working on this deal for quite some time. We always said we wanted to do the right deal that takes us into China in the right way, and I actually believe now that with our very strong partners, with Weichai and the addition of Bosch, we really do have the potential to make a pretty formidable partnership, one of the strongest, I believe, in the industry, that can really go after the Chinese market. Near term, as we've said, it's worth GBP 30 million to us over the next 3 years. Beyond that, the value of this deal is really in the royalties as we scale the business for the Chinese market. The scale of opportunity in China is pretty evident for all to see, and it will grow in the coming years. It's very significant to us as we build our capacity for our technology. This will be a second manufacturing facility for Bosch, following the plan for the 200-MW facility that it has in place, for Bamberg in Germany, which is planned for 2024. We have relationships, obviously with other partners as well. What we're doing is we're aggregating global capacity in blocks of hundreds of MW towards GW ultimately to service the global fuel cell market. It really does strengthen, you know, the future scale-up of the company and gives more visibility to investors of how we're building that out. As Eric said, we'll be able to give more details once we actually sign the definitive agreements and then form these joint ventures. It's an incredibly exciting deal for us. We're very pleased to get to this point. That concludes the presentation, and we're happy to take any questions. That's great. Phil, Tony, Eric, thank you very much indeed for your presentation and updating investors this morning. Ladies and gentlemen, please do continue to submit your questions using the Q&A tab situated on the right-hand corner of your screen. Just while the company take a few moments to review those questions submitted already, I'd like to remind you that a recording of this presentation, along with a copy of the slides and the published Q&A, can be accessed via your Investor Meet Company dashboard, and we'll notify you by email when they're ready for your review. Elizabeth, I haven't given you particularly a long time to review the questions that have been coming, but you can see investors have submitted a number of questions. Perhaps, if I may, hand back to you to read out those questions and give a response where it's appropriate to do so, and I'll pick up from you at the end. Brilliant. Thanks, Mark, and hi again, everyone. We've had a few questions come through, gents. If I could start maybe with a question for you, Tony. Can we explain why Ceres has not taken an equity stake in that second stack JV? Sure. Taking an equity stake in a factory or a joint venture is not our typical line of business as a technology company and a licensing company. It was something that we did with Weichai in the framework of the agreement that we had agreed a couple years back. To be honest, this new engagement doesn't require as much direct resourcing from Ceres to enable the stack joint venture to exist and to be successful because of all the things that Bosch now brings. For the two reasons, one, the need for Ceres to directly participate in enabling its success is diminished. Secondarily, as a licensing company, it puts us back more in a pure play licensing mode rather than becoming a part owner in large factories that require a lot of capital and a lot of operational expertise. That was why we made that decision. Great. Thanks, Tony. Perhaps an extension is to that. In terms of the licensing of both Bosch IP and Ceres IP into the system joint venture, what is coming from Bosch and what's coming from Ceres is the question. Yeah. Initially, what we're contemplating is, Ceres will contribute the IP related to the bus range extender system, which we've been working on for several years now with Weichai, as well as a 30 kilowatt stationary variant of that design, which is also under development. Bosch will contribute the system that they have publicly disclosed, which is a stationary commercial combined heat and power system in the 10 kilowatt class range. What the idea is that we will strengthen the JV's market access by having a larger pool of product lines that both parties enable through these system IP licenses. Great. Thanks, Tony. Eric, can I come to you? There's a question around can Ceres's financial contribution to the stack JV be funded from current cash resources or will a fundraise be necessary? Yeah, sure, Elizabeth. Yeah, the short answer is yes. We've got the resources to fund the current business plan and the investment in the joint venture. No additional fundraising will be needed. Great. Thanks. A follow-up just to that, will you get 10% of the profit from the JV? One of the investors asks. Yes. Of the system JV, assuming we have a 10% holding of the equity, it'll be treated as an associate, and so we'd receive the 10% contribution on the bottom line of losses and eventually profits from that joint venture. Over time, once it's distributable reserves, we would get our share of the dividend payments as well. Brilliant. Thanks. Phil, can I just come to you because I guess this goes beyond the China, you know, and this, these specific JVs, but one of the investors asked, are royalties paid on a per kilowatt basis? And can you comment on the value of pounds per kilowatt that we achieve in terms of royalties on our stack and system IP? Yeah. Our model is that royalties are received on a per kilowatt basis, and I think previously we've given guidance of between $50 and $100 per kilowatt, and this is in that range. It's consistent with that. Obviously in this deal, we get royalties both on the manufacturing of stacks, so stack production, and also from the system IP injection, which we're sharing with Bosch, but we also get system-level royalties as well. We benefit from both sides of that. It's entirely consistent with our established business model. Yeah, absolutely. There's a sort of follow-up to that sort of saying, when do you expect to see significant royalties from China? Will it be in 2025 or later, do you think? The exact details will become clearer once we actually sign the definitive agreements, and we'll announce jointly, I believe, at that point with Bosch and Weichai. The way that the deals are structured typically is we have upfront license fees, which we've disclosed here, and then when we start production, we tend to have minimum payments until production levels reach a certain point, and then the royalties surpass that minimum level. The shape of the deal looks very similar. What we are not in a position to disclose here today is the exact timing yet. That would be inappropriate for us to do so without our partners. Yeah, absolutely. Tony, perhaps coming back to you, we've just had a couple of questions around can we give any sense of the capacity opportunity near term or longer term, from the JVs? Yeah. We won't be able to specify exactly what capacity will be put in place at what time, because that's a decision that will be made with our partners under the definitive agreements. What we are intending to do, and part of the strength of the deal is to benefit from the learnings of the first factory that Bosch is putting in place in Germany, as we described. The first factory that Bosch has described in Germany under our license is a 200 MW building block of capacity. Obviously, that blueprint is very, very useful in establishing a very credible path to a footprint in China. The exact size of that factory will be described by Bosch in future announcements related to this deal. Great. Thanks, Tony. Coming back to you, Phil, there's a couple of questions around, you know, does this announcement have any implications for the shareholdings that Bosch and Weichai hold in Ceres? No. It has no impact. Great. Sorry, guys, we've had quite a lot come through, and there's only so much time to deal with them. Just there was one question here on if you could comment, Phil, probably is the best place, how things are going with the SOEC development, and if there are any partnership discussions happening around that. It's obviously not relevant to the deal today, but a couple of questions on SOEC and what you're seeing. Yeah. Look, we previously said we're pleased with progress on SOEC. We've had a high level of interest from potential partnerships on that, and I think those discussions are progressing very well. We hope to be able to update in the not too distant future, hopefully, that you know we can actually move forward with some first partnerships on SOEC. I think we will do so when it's appropriate and when we have those at the right level of maturity. I mean, probably a good extension from that. There's a question here as well on, is your SOFC technology still evolving, and are you planning new research to keep ahead of the curve? I mean, that's absolutely the business model, but, you know, could you comment just on the SOFC side as well? Yes. There's a lot of activity going on on the SOFC. If you remember last year, we raised additional capital, and we split that capital. We raised GBP 180 million. GBP 100 million was to go into the new area of SOEC, but GBP 80 million was going into the SOFC side of the business and the fundamentals behind that. Really, the R&D that's going on the SOFC side is future fuel compatibility. Tony mentioned transitioning towards future fuels and higher power applications as well. Things like the marine sector are looking at fuels like methanol, ammonia. As we look at utility scale power and power systems for some of these new applications, we're also going up in power as well. There's a lot of activity going on the SOFC side of the business. Great. Tony, if I could just come back to you. There's a couple of questions sort of coming in around the competitive positioning in China, and you know, what we expect to see in terms of the balance of product between stationary and mobility. Yeah. I'll answer the first question, the competitiveness in China. You know, solid oxide fuel cells offer the opportunity to compete with central generation at a distributed level. In other words, we offer equivalent or higher efficiency than even some of the central generation plants, but we allow people to deploy that in use cases that are closer to the demand. In China, I think people are aware that there is a growing demand for energy, and that the grid stability and the provisioning of reliable power is a major issue that China will be addressing. One of the ways they'll be addressing that is obviously moving away from central coal generation to lower carbon natural gas fueled distributed generation, which makes our solution the most competitive way of using natural gas in many of the use cases. Obviously our technology, as Phil just mentioned, will also be future-proof to other transition fuels which have an even lower carbon footprint. There's incredible incentives and pressure for industry and commerce to reduce carbon footprint and to deploy these assets, and the market analysis we've done is very compelling, and I think it motivates some of the ambition that you're seeing here today. In terms of the mix between motive and stationary, the answer is we're not sure yet. There's a strong market for each of them, and markets have different time horizons for their adoption. What we can say is that Weichai, our partner, is very motivated to access both markets in a very meaningful way, and they have good channels to both. Great. Thanks, Tony. Perhaps I could just come to you, Eric, once again. I think you did touch on this, but someone asks, is it fair to assume that there are additional near-term revenue opportunities to Ceres from engineering services, et cetera, on top of that GBP 30 million license revenues that we've detailed? Yes is the short answer. The, you know, GBP 30 million represents just the license fees, which we split between the two joint ventures and receive directly to Ceres from those joint ventures. The engineering services on top of that as we support the partners in developing the systems for the various applications that Tony and Phil have mentioned. Great. Another one perhaps for you, just so that we make it very clear. To confirm, you receive all the royalties and none is shared with the JV from the China stack and systems. That's not quite correct. Right. Yeah. Just to clarify that point. We receive all of the royalties from the stack JV. It's consistent with the current model that we've got with Bosch and others. We share the royalties with Bosch on the systems JV. As mentioned, both parties will be contributing system development, IP, and know-how into that JV. But if you aggregate the two royalty streams, it's still within. I would expect still well within the range we previously guided of $50-$100 per kilowatt. Brilliant. Thanks. I'm conscious that we're at time. Thank you so much for all your questions. We will make sure that we answer all of those, after today's call. If I could hand back to Phil just to make any final comments. Yes. Look, thank you, everybody, for your time today. We're very pleased with this milestone for the company. It's been eagerly anticipated. I think, from our point of view, this combination of Bosch, Weichai with Ceres as the technology provider is a formidable partnership, and we're really looking forward to getting the definitive agreements done and moving on to the Chinese market. Thank you for your time today, and look forward to updating you again in the future. That's great. Phil, Tony, Eric, Elizabeth, thank you very much for updating investors today. Can I please ask investors not to close this session now, as we're gonna automatically redirect you so you can provide your feedback in order that the management team can better understand your views and expectations. This may take a few moments to complete, but I'm sure it'll be greatly valued by the company. On behalf of the management team of Ceres Power Holdings plc, I would like to thank you for attending today's presentation, and good morning to you all.