Old Kemi Brewery Share issue

OLD KEMI GROUP OY

SHARE ISSUE PRESENTATION

Issuer Old Kemi Group Oy

14,886 to 29,772 new Series A shares will be offered to the public.

The shares have the rights to dividends and other assets distributed by the Company in accordance with the Companies Act.

The subscription price is € 7.90 per share.

The minimum number of subscriptions is 100 shares.

The subscription period starts on 01.02.2022 and ends when the maximum amount of the target capital is reached, however, no later than 31.07.2022.

The purpose of the share issue is a start-up and growth plan in line with the Company's strategy, which will revive the brewery in Kemi's history. The funds raised through the share issue will be used primarily for the brewery's investments.

The history of the brewery dates back to 1920, when the Kemi Workers' soft drink factory, also known as the "Water Factory", was established in Kemi. The factory was managed by Heikki Tuomisto, who at the same time started building a brewery. In the 1930s, the factory had to be sold to Tornio, when, according to history, it became the source of Lapland's Gold. Now the descendants of Tuomisto have decided to revive the beer production bearing the name of Kemi and restore Kemi as a brewery town by founding Old Kemi Brewery.

By investing in the Company, you will be part of a common historical journey. The company's shareholders will also be able to get acquainted with the brewery's operations later with a tour of the brewery for shareholders.

· INTRODUCTION

The shareholders of Old Kemi Group Oy (the "Company") have decided on the proposal of the Company's Board of Directors at its Extraordinary General Meeting on December 9, 2021 to arrange a directed share issue to the public under the conditions described below in this share prospectus (the "Prospectus"). The pre-emptive subscription right of the Company's current shareholders is waived in order to strengthen the Company's financial position, strong planned growth and business development. The Board of Directors of the Company and the current shareholders consider that there is a compelling financial reason for the Company to deviate from the pre-emptive subscription right within the meaning of Chapter 9, Section 4, Subsection 1 of the Companies Act.

This Prospectus is a marketing prospectus and has not been prepared in accordance with the content requirements of the Finnish Securities Market Act (746/2012) and the Prospectus Regulation (EU) 2017/1129 referred to therein, as the total consideration for the shares offered in the share issue is less than one million (1,000,000.00). )


· GENERAL INFORMATION ABOUT THE SHARE ISSUE

Issuer

Old Kemi Group Oy

Business ID 3161952-7

It is located at Kemi.

The company is registered in the Trade Register maintained by the Finnish Patent and Registration Office on October 2, 2020.

According to the company's articles of association, the business area is the beverage industry, the brewing industry, marketing, manufacturing, warehousing and sales.

The company is a Finnish limited liability company incorporated under the laws of Finland and subject to the laws of Finland.

Shares and holdings offered by the share issue

The share issue will offer the Company's new shares for subscription to individuals and entities. The company will offer a minimum of 14,886 and a maximum of 29,772 new Series A shares for subscription. The new shares offered in the share issue thus correspond to a minimum of 16% and a maximum of 28% of all the company's registered shares. The company's Board of Directors may increase the number of new shares to be offered in the share issue and also has the right to decide on other matters related to the share issue and possible technical adjustments.

The company's shares are not publicly traded and are not intended to be admitted to public trading in the MTF in connection with the share issue in question.

The Series A shares offered in the share issue do not carry voting rights at the Company's Annual General Meeting and do not entitle the holder to participate in the Annual General Meeting. Series A shares have rights under the Companies Act to dividends and other assets distributed by the Company in proportion to the shareholding.

The company's shares have no nominal value.

Subscription price and minimum subscription

The subscription price for one share is seven euro and ninety cents (7.90) (the "Subscription Price"). The minimum number of subscriptions is one hundred (100) shares, so the total price of each subscription is at least seven hundred and ninety (790.00) euros.

In determining the subscription price, the Company's current distribution agreements, the internationally scalable business model, brand protection, the strength of the brand and products in consumer research and the general growth prospects in the industry have been taken into account. The subscription price corresponds to the Board of Directors' perception of the fair value of the Company's share.

Target capital to be raised through the share issue

The goal is to receive a maximum of two hundred and thirty-five hundred and ninety-nine (235.199.00) euros and at least one hundred and Seventeen thousand five hundred and ninety-nine (117,599.00) equity from the Company.

Subscription period and payment period, as well as other conditions related to subscription

The subscription period for the share issue will begin on 1 February 2022 at 00.00 and will end when the maximum amount of the target capital is reached, however, no later than 31.07.2022 at 23.00 (the "Subscription Period").

The final result of the share issue will be announced (approximately) on August 10ths, 2022.

The shares and the necessary information must be entered in the subscription list during the Subscription Period, by which time the Subscription Price of the shares must also be paid (the "Payment Period") to the Company.

The share subscription will be paid into the Company's account Old Kemi Group Oy, FI0515443000267737 , Swift (BIC): NDEAFIHH using the payer's full name, email, mobile number and address as a message.

The Board of Directors of the Company has the right to suspend the Subscription Period or, if desired, extend it or the Payment Period.

The subscribed and paid shares will be notified for registration in the Trade Register immediately after the subscribed shares have been duly paid and subscribed and the subscriptions have been approved by the Company's Board of Directors.

The subscription of the offered shares is irrevocable and binding on the subscriber.

Acceptance of subscriptions, right to dividend and other rights

The company's Board of Directors approves subscriptions made in accordance with the terms of the share issue, which have been made in accordance with the laws and regulations applicable to share subscriptions. Approval of the subscription is at the sole discretion of the Board. The subscription for the shares will become binding on the Company after the subscription has been approved by the Board of Directors of the Company. The Board of Directors has the full right to reject the share subscription or cancel the entire share issue. The Board of Directors of the Company may, in its sole discretion, request explanations from the entity subscribing to the shares that show that the subscriber has exercised the right to subscribe for shares and the authority of persons acting on behalf of the entity to act on behalf of that entity.

The approved subscribed shares carry the right to dividend and other shareholder rights immediately after the shares have been registered. A dividend will be calculated on the new share in accordance with the Articles of Association from the day following the subscription. The company may pay a dividend when the Annual General Meeting has approved the Company's financial statements and decided on the distribution of dividends on the basis of a proposal from the Board of Directors.

No share certificates will be issued for the shares to be issued in the share issue. The shareholdings are recorded in the shareholder register maintained by the Company.

· OBJECTIVES OF THE ISSUE AND USE OF FUNDS

The purpose of the share issue is to finance the growth of the Company's business. In the Company's view, the capital raised through the share issue is intended to enable a start-up and growth plan in line with the Company's strategy to revive the brewery in Kemi's history. The funds raised through the share issue will be used primarily for the brewery's investments. These include brewing equipment and the necessary storage shelves and solutions. The company also plans to apply for ELY funding for investments and other possible public subsidies..

· HISTORY OF THE BREWERY

In 1920, the Kemi Workers' Soft Drink Factory, also known as the "Water Factory", was established in Kemi. The factory was managed by Heikki Tuomisto, who at the same time started building a brewery opposite his own house, at the intersection of Kansankatu and Valtakatu. A brewery was created in connection with the water factory, because there was a suitable water well on site.

The beer was made from burnt and unburned barley, including porter. Workers and bourgeoisie were involved. Heikki Tuomisto's children were a familiar sight playing with the employees. In the 1930s, the factory had to be sold to Tornio, when, according to history, it became the source of Lapland's Gold.

Heikki Tuomisto and his children Terttu Tuomisto (1921-2017) had to move to the Soviet Union in 1933. Terttu Tuomisto did not return to Finland until 1986. Terttu Tuomisto's son Paavo Tuomisto (1949-2020) was born in Vladivostok, where he started a family. Now the descendants of Tertu and Paavo living in Finland have decided to revive the beer production bearing the name of Kemi and thus respect the life work of the deceased relatives and the brewing traditions of the city. Tertu's grandson Ivan Kalishevich plans to restore Kemi as a brewery town by founding Old Kemi Brewery.



· WHY INVEST IN OLD KEMI GROUP OY?


Old Kemi Group Oy plans to start its own beer production in Kemi, bringing a bit of Kemi's history to life. Old Kemi Brewery is designed for the premises of the current Post Office in Kemi, located in the center of Kemi and next to the railway station.

During 2021, Old Kemi Group Oy has delivered about 5,000 liters of Old Kemi beer to the market as an experiment. In the Company's view, the reception of these beers has been a success.

The beers made are dark wheat, IPA and porter. The company's goal is that in the future the brewery will also produce lager, light wheat beer and other flavors, such as lacquer porter. The company's vision is to produce a total of about 12 different beer flavors by 2023. It is also possible to revitalize the production of soft drinks at a later stage.

The brewery's planned first production (2022) capacity is 150,000 liters per year, which in the Company's view can be easily expanded to 300,000 liters per year.

The company's largest customers in Finland are SOK, K-retailers, KESPRO, wholesalers Metro-tukku and Heinon Tukku, Alko and HORECA. The company plans to set up a separate sales point and bar in Kemi.

The company will develop, design, manufacture, market and sell beer products that respect the history and old design of the Kemi brewery.

The company has a real goal to be the representative of Lapland's beer history. By investing in the Company, you will be part of a common historical journey. The company's shareholders will also later have the opportunity to get acquainted with the brewery's operations through brewery tours for shareholders.

· ECONOMIC INFORMATION AND GROWTH AND REVENUE FORECASTS

The company's financial information during 2020

The Company's financial targets are forward-looking statements that are not a guarantee of future economic performance. The Company's actual results of operations may differ materially from those expressed or implied by these forward-looking statements due to a number of factors. The financial objectives discussed here are only objectives and should not be construed as forecasts, estimates or views of the Company's future development..

Growth and revenue forecasts and sales targets

2022 Issue of shares and establishment of a brewery in the old post office in Kemi. The sales target for 2022 is 24,000 liters of beer.

2023 66,000 liters

2024 99,000 liters

2025 144,000 liters and the production of soft drinks will possibly also start.

2026 180,000 liters

5-10 vuoden sisällä on tarkoitus kasvattaa sekä kotimaan että ulkomaiden vientimarkkinoiden myyntiä ja sitä myöten Yhtiö tavoittelee myös tuotantomäärien kasvvua alustavien suunnitelmien mukaan 300.000 - 500.000 litraan vuodessa.

· COMPANY OWNERSHIP AND MANAGEMENT

Existing shareholders

Aika Capital Oy 85,27 %

Alexey Schramko 10,00 %

Jyrki Ivars 4,73 %

Directtors

• Ivan Kalishevich - Founder, General Management 

• Alexey Schramko - Beverage Recipes / Board Member

Partners

• Digitase Oy - financial administration

• Alexander Blagov - marketing and branding

• Jari Heikkilä - 3D commercial modeler (https://jariheikkila.fi/tuotekuvaus/)

• B3CF - British Commonwealth Chamber of Commerce in Finland (https://www.b3cf.com/) - international relations and sales channels

• Brewseeker - a wholesaler of beer products in Finland www.brewseeker.fi

• Post - property rental for a brewery

The company has not yet elected an auditor, as it is not currently required by the Auditing Act. The company elects an auditor when required by the Auditing Act.

· KEY RISKS

In the Company's view, the key risks that, if materialized, could materially affect the Company's operations, financial condition or share value are presented below.

Risks related to the operating environment

• Pandemics and epidemics in Finland and internationally may adversely affect the Company's business.

• Intensified competition in the Company's business environment may adversely affect the Company's profitability, growth, market share or business in general.

• Changes in customer behavior may adversely affect the Company's business, competitiveness and / or ability to retain and acquire customers.

• Changes in industry or Company regulations or taxation may complicate and adversely affect the Company's business.

Risks related to the company's business

• The Company's strategy may fail or the Company may not be able to implement its strategy, which may adversely affect the Company's growth, profitability and business.

• The company is a small player in terms of financial, human and other resources compared to the largest players in the beer industry, which may have a detrimental effect on the Company's business.

• The Company may not succeed in developing its production, which may adversely affect the Company's growth, profitability and business.

• The Company may fail to obtain sufficient financing, the price of the financing may be higher than expected or the terms may be unfavorable, which may adversely affect the Company's business, financial condition and share value.

Risks related to the share issue and shares

• The value of a share may vary. Due to its unlisted nature, there is no active and liquid secondary market for the shares, which makes it difficult to sell the shares.

• The share issue may not be fully subscribed for and there is therefore no certainty that the share issue will be carried out as planned.

• The interests of major shareholders and those of minority shareholders may differ.

• Future share issues, sales or other disposals may affect the value of the shares and / or dilute the shareholders' relative holdings.

• Share subscriptions cannot be canceled or changed.

• The Company may not be able to distribute or decide to distribute a dividend in the future.

Risks related to the company's intellectual property rights

The Company may fail to manage and protect its intangible assets and intellectual property rights, and the Company may be subject to potential intellectual property infringement actions that may cause costs to the Company and adversely affect the Company's business and reputation.

· WHERE CAN I GET AN ADDITIONAL INFORMAITON?

Ivan Kalishevich

Tel. +358 40 846 5658

email: toimisto@oldkemi.fi 


BECOME A SHAREHOLDER OF THE OLD KEMI BREWERY NOW:

Old Kemi Group Oy

FI0515443000267737, Swift (BIC): NDEAFIHH

Please use the payer's full name, email, mobile number and address as a message.

You can also download the Old Kemi share issue brochure below:

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