Chariot Information Memorandum by Chariot

Information Memorandum (IM) Chariot Ridesharing Limited

Contents

1 PURPOSE

OUR MISSION

WHO ARE WE?

WHY CARPOOL AND RIDE SHARE NOW?

OUR TEAM

MANAGEMENT & BOARD OF DIRECTORS

6.1 Organisation Diagram

OUR ADVISORY BOARD

8 RESOURCING

MARKET ANALYSIS

9.1 Market Overview

9.2 Travel pattern

9.3 Vehicle Occupancy Rate

9.4 NZTA Monthly Average Daily Traffic (MADT)

TARGET MARKET

MARKET RESEARCH

11.1 Primary research

11.2 Secondary research

REGULATION AND COMPLIANCE

12.1 Operations Model

12.2 Small Passenger Service Vehicles Review

COMPETITIVE LANDSCAPE

COMPETITIVE EDGE

14.1 Product

SWOT ANALYSIS

15.1 Strengths

15.2 Weaknesses

15.3 Opportunities

15.4 Threats

MARKETING PLAN

PRODUCT & FEATURES

18 TECHNOLOGY

18.1 System Architecture

18.2 Structure

18.3 Payment Processing

18.4 Security

18.5 Software updates

PROPOSED TIMELINE (INDICATIVE)

20 BUSINESS MODEL

20.1 Pricing Model

20.2 Fare Zones

21 FINANCIALS

21.1 Share offer

21.2 Share Breakdown (pre & post offer)

21.3 Liquidity of shares

21.4 How the capital will be invested

21.5 Valuation

21.6 Projected Scenario

21.7 Assumptions

21.8 Financial Forecasts

21.9 Targeted Key Performance Metrics

21.10 Potential future company valuation

21.11 Loans

21.12 Audit

21.13 Future finance

21.14 What if we donâ&#x20AC;&#x2122;t raise the money?

RETURN ON INVESTMENT

22.15 Our Rewards

22.16 Returns

22.17 Share types

23 STRATEGY

23.1 What is our current state of play?

23.2 Potential Strategic Partnerships

23.2.1 In Progress

23.2.2 Meetings Held

23.2.3 In the Pipeline

23.1 Customer Retention Strategy

23.1.1 Customer Relationship

23.2 Growth Strategy

23.3 Expansion Strategy

23.4 Potential Exits

ADDITIONAL INFO

Other disclosures

About PledgeMe

LEGAL INFORMATION

CONTACT INFORMATION

APPENDIX A:

Projected Financial Statements (share offer)

1 Purpose

The purpose of this Information Memorandum (IM) is to secure funding from interested investors through an Equity Crowdfunding Campaign for the Chariot carpooling and ride sharing mobile and web application. The money raised will be used to commercialise the app and to grow our business. It will primarily support user acquisition, marketing, compliance and cover operational costs. The scene is set for successful entry into the market with excellent growth prospects. We are inviting you to invest in success by buying up to 20% of Chariot Ridesharing Limited. This will enable us to enter the market with a big bang.

2 Our Mission

3 Who Are We?

Chariot aims to reduce the number of single drivers in cars, traffic congestion and carbon emissions by offering a global app platform for social ride sharing.

Chariot is like the Airbnb of transportation. A carpooling and ride sharing mobile application for recurring rides (commuting people), one-off short rides (within the city) or long haul rides (intercity travelling). Drivers can “rent out” spare seats in their vehicles, while at the same time increasing the occupancy rates in cars and reducing the number of vehicles on the roads. Chariot’s objective is connecting people who carpool or are driving in the same direction in a safer (real time GPS trip monitoring, 2-way rating system and background checks), cheaper and more convenient way than taxis or other transportation systems currently available. Passengers share the driver’s costs for the trip, and payments are made securely through the app. Chariot’s income will come from a 20% commission on the amount paid by each passenger. Chariot is co-founded and managed by a group of experienced, talented and passionate people. The team behind Chariot consists of Dr. Thomas Kiefer, MBA (Chief Executive Officer), Milan Reinartz, BDES (Chief Product Officer), Martin Hipp (Chief Technology Officer), Matt Bondi, Matt Penman, Rhiannon Josland, Hemant Maharaj, Nick Hughes and Ilya Shereshevsky.

4 Why carpooling and ride sharing now?

Our research has found that commuters believe the travel experience to work in metropolitan areas is in need of significant improvements. As a result of our survey, existing commuters strongly prefer a safe environment where carpools or ride shares being matched are using smart-phone technology as opposed to existing solutions or public transport.1

New Zealand’s consistent increase in population, ongoing immigration boom and increase in the number of vehicles, particularly in metropolitan areas such as Auckland, Wellington and Christchurch is not supported by current infrastructure. As a result these cities are not able to service motorists in an acceptably smooth traffic flow. Reducing the number of motorists, i.e. cars, in those metropolitan areas will improve the overall driving experience as well as reduce traffic congestion and carbon emissions significantly.

We found:

2.3M licensed cars on 4.7M people

77.5% 78% of Kiwis travel to work by car

of cars are occupied by a single driver

80% of seats on the road are empty

Auckland has the opportunity to become a big, globally connected city from where New Zealand firms can grow. By generating and adapting new ideas and selling these ideas to the world Auckland is set to grow fast. But the very growth that helps power the Auckland economy challenges the people in Auckland through rising housing costs, longer commutes and the increases of travel congestion. Auckland’s twin harbours—Manukau and the Waitemata—make Auckland very narrow relative to most cities in the world. Compared to other cities of the same population size that means Auckland will experience more intense demand for a good travel solution due to increase of population close to the city centre. Narrow geography means Auckland cannot sustain a much larger population without sacrificing short commutes and a convenient travel experience. Longer commutes to work result in a lowered quality of living and a reduction in productivity, and therefore, slow down the city’s economic growth.2

Primary research conducted by Chariot, questionnaire sent to selected participants within professional/private network, September 2014, 50x participants. GWRC (www.letscarpool.govt.nz) bi-annual survey, October 2014, 1384x responses. Usability test (Interview and video recording of Wireframe Mock-up) conducted by Chariot, August 2014, 10x participants. 2

Big city life?, Challenges and trade-offs for Auckland city, NZIER public discussion paper, Working paper 2014/02, May 2014

5 Our Team Team Our Our Team Our Our Team Team

We have built a small team of very talented and well balanced people who are eager to We have built a small team of very talented and well balanced people who are eager become in theteam ride sharing space. and well balanced people who are eager to Webecome haveleaders built a small of very talented to leaders inteam the ride sharing space. We have built a small of very talented and well balanced people who are eager to become in the ride sharing space.in the Ourhave teamleaders is young, fearless and believes mission. Wewho have We built a small team of very talented andcompany’s well balanced people are eager to become leaders in the ride sharing space. in the company’s mission. We have Our team is young, fearless and believes commitment and relentless passion; our belief and focus in doing something become leaders in the ride sharing space. Our team is young, fearless and believes inbelief the company’s mission. We have goodgood commitment and relentless passion; our and focus in doing something Our teamZealand is young, fearless and believes in the company’s mission. We have for New and its communities gives us the edge and necessary motivation commitment and and relentless passion; ourgives belief focus inmission. doing something goodto to OurNew teamZealand is young, fearless and believes in theusand company’s We have for its communities the edge necessary motivation commitment andalso relentless passion; our belief and focus inand doing something gooda lot succeed. We are nimble and ambitious! This has so far allowed us to achieve for New Zealand its communities gives us the and necessary motivation commitment andand relentless passion; our belief andedge focus in something goodto a lot succeed. We are also nimble and ambitious! This has so fardoing allowed us to achieve for New Zealand and its communities gives us the edge and necessary motivation to with little resource. succeed. We are also nimble and ambitious! This has so far allowed us to achieve for New Zealand and its communities gives us the edge and necessary motivationatolot with little resource. succeed. We are also nimble and ambitious! This has so far allowed us to achieve a lot with littleWe resource. succeed. are also nimble and ambitious! This has so far allowed us to achieve a lot with little resource. with little resource.

Dr. Kiefer, MBA MBA- -CEO, CEO,Co-Founder Co-Founder Dr. Thomas Thomas Kiefer, Thomas is our “Mobility “Mobility Pope”. He hasaastrong strongtechnical technical and business background Thomas has and business background Dr. Thomas Kiefer,Pope”. MBAHe - CEO, Co-Founder Dr. Thomas Kiefer, MBA CEO, Co-Founder having worked for numerous internationally recognised companies across Europe having worked for numerous internationally recognised across Europe and Dr. Thomas Kiefer, MBA - CEO, Co-Founder Thomas is our “Mobility Pope”. He has a strong technicalcompanies and business background

and Asia moving to Zealand. New Hevarious held various senior management Thomas isbefore our “Mobility Pope”. HeZealand. has strong technical andmanagement business background Asia before moving to New Hea held senior roles thatand having worked for numerous recognised across Europe Thomas is our “Mobility Pope”.internationally He has a strong technicalcompanies and business background roles that enabled him to obtain a sound understanding of corporate business having worked for numerous internationally recognised companies across Europe and enabled him to obtain a sound understanding of corporate business acumen, finance, Asia before moving to New Zealand. He held recognised various senior management thatand having worked for numerous internationally companies acrossroles Europe acumen, finance, and stakeholder with academic Asia before movingpeople to New Zealand. HeLoaded heldmanagement. various senior Loaded management roles that people and stakeholder management. with academic achievements, such as enabled himmoving to obtain a sound understanding of corporate acumen, Asia before to New Zealand. He held various senior business management rolesfinance, that achievements, asaMBA BA (Hons) Engineering, and abusiness is the he well equipped enabled him to such obtain sound understanding of MBA corporate acumen, finance, BA (Hons) Engineering, and a PhD, is he well equipped toPhD, steer ship and keep people and Loaded with academic achievements, as enabled himstakeholder to obtain a management. sound understanding of corporate business acumen,such finance, to steerand the ship and keep everyone engaged andacademic motivated to build a thriving people stakeholder management. Loaded with achievements, such as everyone engaged and motivated to build a thriving business. BA (Hons) and a PhD,Loaded is he well equipped toachievements, steer the ship such and keep people andEngineering, stakeholderMBA management. with academic as business. BA (Hons) Engineering, MBA and a PhD, is he well equipped to steer the ship and keep everyone and MBA motivated build a thriving business. BA (Hons)engaged Engineering, and ato PhD, is he well equipped to steer the ship and keep everyone engaged and motivated to build a thriving business. Milan Reinartz, BDes - CPO, Co-Founder everyone engaged and motivated to build a thriving business. Milan graduated from the Christchurch Polytechnic Institute of Technology (CPIT) with Milan Reinartz, BDes CPO,Co-Founder Co-Founder Reinartz, BDes - -CPO, Milan Reinartz, BDes -- CPO, Co-Founder a Bachelor of Design.BDes He obtained professional experience working as a designer at Milan Reinartz, CPO, Co-Founder Milan graduated Polytechnic Institute of Technology (CPIT) with Milan graduatedfrom fromthe theChristchurch Christchurch Polytechnic Institute of Technology (CPIT) Milan graduated from&the Christchurch Polytechnic Institute of Technology (CPIT) with agencies like Saatchi Saatchi, BBDO, Y&R and various local design firms. He has since a Bachelor of Design. He professional experience working as a designer at Milan from theobtained Christchurch Polytechnic Institute of Technology (CPIT) with agraduated Bachelor of Design. He obtained professional experience working as a with a Bachelor of Design. He obtained professional experience working as a designer at co-founded various start-ups which were featured on the likes of Forbes, TechCrunch agencies like Saatchi Saatchi, BBDO, Y&R and various local design firms. Hedesign has at since a Bachelor Design.&He obtained professional experience working as a designer designer atofagencies like Saatchi & Saatchi, BBDO, Y&R and various local firms. agencies like He Saatchi & Saatchi, BBDO, Y&R and various application local designstart-up firms. He hasthat since and Idealog. is currently also the were CEO of the mobile Postr co-founded various start-ups which featured on the likes of Forbes, TechCrunch agencies like Saatchi & Saatchi, BBDO, Y&R and various designon firms. He has He has since co-founded various start-ups which werelocal featured the likes of since Forbes, co-founded variousrounds start-ups which were featured on the likes Forbes,management TechCrunch at has closed various ofalso funding. Milan is the backbone ofof product and Idealog. He currently the were CEO of the mobile application start-up Postr that co-founded various start-ups which featured on the Forbes, TechCrunch TechCrunch andisIdealog. He is currently also the CEO oflikes the of mobile application startand Idealog. He is currently also the CEO of the mobile application start-up Postr that Chariot. has closed various rounds of funding. Milan is the backbone of product management andPostr Idealog. is closed currently also the CEO of mobileMilan application start-up Postr that at up thatHe has various rounds of the funding. is the backbone of product has closed various rounds of funding. Milan is the backbone of product management at Chariot. has closed various rounds of funding. Milan is the backbone of product management at management at Chariot. Chariot. Martin Chariot. Hipp - CTO, Co-Founder Martin started website templates at the age of 16, and since then has worked Martin Hippmaking - CTO, Co-Founder Martin Hipp---contexts CTO,Co-Founder Co-Founder Hipp CTO, in many different including back-end, development. Mostly Martin Hipp CTO, Co-Founder Martin started making website templates at thefront-end age of 16,and andapp since then has worked Martin started making website templates ataat the age of 16, and since then has worked self-taught, he moved to Wellington to gain Web Development diploma at the National Martin started making website templates the age of 16, and since then has worked in manystarted different contexts including back-end, development. Mostly Martin making website templates at thefront-end age of 16,and andapp since then has worked in manyof different contexts including back-end, front-end andat app development. Mostly College Technology. After graduating, he started working an event ticketing in many different contexts including back-end, front-end and app development. self-taught, he moved to Wellington gain a Web Development at the National in many different contexts including to back-end, front-end and appdiploma development. Mostly self-taught, he moved to Wellington to gain ascanning Web Development diploma at diploma the National company, ticket and until the ticketing start-up was at Mostly hetheir moved to selling Wellington to gain aplatform Webat Development Collegeself-taught, of developing Technology. After graduating, he started working an event self-taught, he moved to Wellington to gain a Web Development diploma at the National College of Technology. After graduating, he graduating, started working at and an event ticketing successfully acquired. He is passionate about new technology uses best practices the National College of Technology. After he started working at an event company, selling and scanning platform until the ticketing start-up was College of developing Technology.their Afterticket graduating, he started working at an event company, developing their ticket selling and scanning platform untilplatform the start-up was to produce modular, robust and reusable code with a strong focus on performance and ticketing company, developing their ticket selling and scanning until the successfully acquired. their He isticket passionate new technology uses practices company, developing sellingabout and scanning platformand until the best start-up was successfully acquired. He is passionate about new technology and technology uses best practices usability. start-up was successfully acquired. He is passionate about new and uses to produce modular, and reusable code with a strong focus on performance and successfully acquired.robust He is passionate about new technology and uses best practices to produce modular, robustmodular, and reusable code with a strong focus on aperformance best practices to produce robust and reusable code with strong focusand on usability. to produce modular, robust and reusable code with a strong focus on performance and usability. performance and usability. Nick Hughes Director of Technology usability. Nick is by day the-Lead Developer at Designworks, NZ’s leading design agency, Nick Hughes Director of Technology Nick Hughes Director of Technology with creative expertise and more than 13 years industry experience in interactive design, Nick Hughes ofofTechnology Nick Hughes -Director Director Nick is by day the-Lead Developer atTechnology Designworks, NZ’s leading design agency,

Nick is by day the Lead at Designworks, NZ’s design agency, digital development andDeveloper B2B technology He leading brings fresh smarts and technical with creative expertise than 13marketing. years industry experience in interactive design, Nick is day the Lead Developer atatDesignworks, NZ’s leading design agency, Nick is by by day the Leadand more Developer Designworks, NZ’s leading design agency, with with creative expertise and more than 13 years industry experience inall interactive design, help to the table whenever needed and has a great understanding of things digital digital development and B2B technology marketing. He brings fresh smarts and technical with creative expertise and more than 13 years industry experience in interactive design, creative expertise and more than 13 years industry experience in interactive design, digital development and B2B technology marketing. He brings fresh smarts and technical with vast technical knowledge. help todevelopment the table whenever needed and has a great understanding ofsmarts all things digital and technology marketing. He He brings fresh anddigital technical digital andB2B B2B technology brings fresh and help todevelopment the table whenever needed and has marketing. a great understanding of all smarts things digital with vast technical knowledge. Before to Wellington Nick spent 4 years in an agency in London, web help to moving thehelp table whenever needed and has a great understanding of all leading things digital technical to the table whenever needed and has a great understanding of all with vast technical knowledge. development projects for the likes of Hewlett Packard, Adobe and Canon and has won with vast technical knowledge. things digital with vast technical knowledge. Before moving to Wellington Nick spent Before moving to Wellington Nick spent 4 years in an agency in London, leading web moving toshow Wellington Nickleading spent 4 web yearsdevelopment in an agency in London, leading webof plenty awards to for it. 4Before years in an agency in London, projects for the likes development for theNick likesspent of Hewlett Packard, Adobeinand Canonleading and has won Before movingprojects to Wellington 4 years in an agency London, web development projects for and the likes of Hewlett Adobe and Canon andfor has Hewlett Packard, Adobe Canon and hasPackard, won plenty awards to show it. won plenty awards to show forthe it. likes development projects for of Hewlett Packard, Adobe and Canon and has won plenty awards to show for it. plenty awards to show for it.

Matt Bondi, BCom (Info Sys) -- Developer Matt BCom (Info Sys) Matt Bondi, Bondi, BCom (Info Sys) - Developer Developer Matt Bondi, BCom (Info Sys.) - Developer Matt has as a strong technical background with over 8 years of industry experience

Matt has as a strong technical background with over 8 years of industry experience Matt has as a technical background with over 8 of experience Matt has as aa strong strong technical background with over 8 years years of industry industry experience working design companies in New Zealand. He graduated from Rhodes Matt hasfor as several strong technical background with over 8 years of industry experience working for several design companies in New Zealand. He graduated from Rhodes working for several design companies in New Zealand. He graduated from Rhodes working for several design companies in New Zealand. He graduated from Rhodes Universityfor inseveral South Africa with a Bachelor of Commerce majoring in Information Systems working design companies in New Zealand. He graduated from Rhodes University in South Africa with a Bachelor of Commerce majoring in Information Systems University in South Africa a Bachelor of Commerce in Information Systems University in South Africa with asense Bachelor of of Commerce majoring into Information Systems and Management. With a with keen of adventure, Mattmajoring continues tick off more parts University in South Africa with a Bachelor Commerce majoring in Information and Management. With a keen sense of adventure, Matt continues to tick off more parts and Management. With a keen sense of adventure, Matt continues to tick off more parts and Management. With a keen sense of adventure, Matt continues to tick off more parts of the globe when he can. Matt willabe looking after implementation and maintenance of Systems and Management. With keen sense of adventure, Matt continues to tick off of the globe when he can. Matt will be looking after implementation and maintenance of of the globe when he can. Matt will be looking after implementation and maintenance of of the globe when he can. Matt will be looking after implementation and maintenance of the web app.of the globe when he can. Matt will be looking after implementation and more parts the web app. the the web web app. app. of the web app. maintenance

Rhiannon Josland, BDes Hons VCD -- Designer Rhiannon Josland, BDes Hons VCD - Designer Rhiannon BDes Hons VCD Rhiannon Josland, Josland, BDes Hons VCD - Designer Designer Rhiannon moved to the windy city five years ago, armed with a rudimentary knowledge

Rhiannon moved city five years ago, armed with a rudimentary knowledge Rhiannon movedto tothe thewindy windy city five years ago, armed with a rudimentary Rhiannon moved the windy city five ago, armed a knowledge Rhiannon moved to theelse. windy city then, five years years ago,managed armed with with a rudimentary rudimentary knowledge of Photoshop andto little Since she has to make her way up, to where of Photoshop and little else. Since then, she has managed to make her way up, to where knowledge of Photoshop and little else. Since then, she has managed to make of Photoshop Photoshop and little else. Since Since then, she has has managed managed to Strategy make her herand wayDesign up, to firms. where of else. then, she to make way up, to where she now worksand as alittle designer for one of Australasia's leading she now works as a designer for one of Australasia's leading Strategy and Design firms. her way up, to where she now works as a designer for one of Australasia’s leading she now now works as asBachelor a designer designer for oneCommunication of Australasia's Australasia's Design leadingfrom Strategy and University Design firms. firms. she works a one of leading Strategy and Design With an Honours of for Visual Massey With Honours Bachelor Visual Design from Massey University Strategy and Design firms.of With anCommunication Honours Bachelor of Visual Communication With an an Honours Bachelor of Visual Communication Design from Massey University With an Honours Bachelor Design from Massey University under her belt, Rhiannon isof a Visual criticalCommunication thinker who is passionate about creating social under her belt, Rhiannon is a critical thinker who is passionate about creating Design from Massey University under her belt, Rhiannon is a critical thinker who is under her her belt, Rhiannon Rhiannon is a a critical critical thinker thinker who who is is passionate passionate about about creating creating social social under belt, social change through design. is change through design. passionate about creating social change through design. change through through design. design. change

Matt Penman - App Developer Matt Penman -- App Developer Matt Penman Matthas Penman - App AppinDeveloper Developer Matt a keen interest developing and designing mobile a passion Matt has a keen interest in developing and designing forfor mobile andand web,web, a passion

Matt has a keen interest in and designing for mobile and web,his a passion that he’s fromhis hisdeveloping earlyhigh high school years. has developed skills across Matt has a keen in developing and designing for mobile and a Matthe's has followed afollowed keen interest interest in developing and designing for mobile and web, web, a passion passion that from early school years. HeHe has developed his skills across a that he's followed from his early high school years. He has developed his skills across a a variety of projects, including front-end and back-end development. Matt left that he's followed from his early high school years. He has developed his skills across that he's his early high school years. He has developed skills across a aat variety offollowed projects,from including frontend and backend development. Matthis left his degree variety of projects, including frontend and backend development. Matt left his degree at his degree at Massey University to pursue a career at Weta Digital and his variety of projects, including frontend and backend Matt left his at variety of projects, including frontend and backend development. Matt leftexpand his degree degree at Massey University to pursue a career at Weta Digitaldevelopment. and expand his development skills Massey University to pursue a career at Weta Digital and expand his development skills development skills whilst learning on the job. He hopes to bring with him a fresh Massey University to pursue a career at Weta Digital and expand his development skills Masseylearning University to pursue careerto atbring Wetawith Digital expand hisadevelopment whilst on the job. Heahopes himand a fresh mind, willingness toskills learn whilst learning on the job. He hopes to bring with him a fresh a willingness to learn mind, a willingness learn and grow and strong skill set mind, comprised of the best whilst learning the He hopes to with him a mind, a to whilst learning on thetojob. job. He hopes to bring bring with himindustry a fresh fresh mind, a willingness willingness to learn learn and grow and aon strong skill set comprised of athe best standards and practices. and grow and a strong skill set comprised of the best industry standards and practices. industry andskill practices. and and set and grow growstandards and a a strong strong skill set comprised comprised of of the the best best industry industry standards standards and and practices. practices.

Hemant Maharaj,BA BACommerce Commerce - Finance Manager Hemant Maharaj, -- Finance Manager Hemant Maharaj, BA Commerce Finance Manager Hemant Maharaj, BA Commerce Finance Manager Hemant hasaaBachelor BachelorofofAccounting Accounting and Information Systems degree he Hemant has and Information Systems degree and and he recently

Hemant has a Bachelor of Accounting and Information Systems degree and he recently Hemant has a of and Information Systems degree and recently recently became Chartered Accountant practical experience includes Hemant Chartered has a Bachelor Bachelor of Accounting Accounting and accredited. Information Systems degree and he he recently became Accountant accredited. His practicalHis experience includes being an became Chartered Accountant accredited. His practical experience includes being an became Chartered Accountant accredited. His practical experience includes being an being an external Auditor for BDO, a Senior Accountant for an American publicly became Chartered accredited. His practical experience includes being an external Auditor forAccountant BDO, a Senior Accountant for an American publically listed company, external Auditor for BDO, a Senior Accountant for an American publically listed company, external Auditor for BDO, a Senior Accountant for an American publically listed company, listed company, and now Finance Manager for an Australian billion dollar publicly external BDO, afor Senior Accountant for an American publically listed company, and now Auditor Financefor Manager an Australian billion dollar publicly listed company. and now Finance Manager for an Australian billion dollar publicly listed company. and now Finance Manager for an Australian billion dollar publicly listed company. listed company. He recently Australia and is in ready waiting in make Perth andmoved now Finance Manager for an Australian billion dollar publicly listed company. He recently tomoved Australia and is to ready and waiting Perthand for Chariot to He moved recently to Australia and is ready and waiting in Perth for Chariot to make He moved recently to Australia and is ready and waiting in Perth for Chariot to make for Chariot to make its move towards Australasia and global domination! He enjoys He move moved recently to Australia and is ready and waiting Perththinking for Chariot to how make its towards Australasia and global domination! He in enjoys about its move towards Australasia and global domination! He enjoys thinking about how its move towards Australasia and global domination! He enjoys thinking about how thinking about how Chariot is going to shake up the way people travel around its moveistowards andway global domination! He enjoys thinking about howNew Chariot going toAustralasia shake up the people travel around New Zealand’s congested Chariot is going to shake up the way people travel around New Zealand’s congested Chariot is going to shake up the way people travel around New Zealand’s congested Zealand’s congested metropolitan areas. Chariot is going to shake up the way people travel around New Zealand’s congested metropolitan areas. metropolitan areas. metropolitan metropolitan areas. areas.

Ilya Shereshevsky, BA Accounting, Head of Growth Ilya Shereshevsky, BA Accounting, Head Growth Ilya a wealth of knowledge from many areas of of Marketing Ilya Shereshevsky, BA Head of Growth Ilyabrings Shereshevsky, BA Accounting, Accounting, Head of Growth including Product Marketing and User Acquisition. Most recently, he led DeNA West’s Performance Ilya brings a wealth of knowledge from many areas of Marketing including

Ilya brings a wealth of knowledge from many areas of Marketing including Ilya wealth of knowledge from areas including Ilya brings brings a ateam wealth of has knowledge from many many areas of of Marketing Marketing including Marketing and held leadership Marketing roles at OnLive, SEGA, and Glu. Product Marketing and User Acquisition. Most recently, he led DeNA West’s Performance Product Marketing and User Acquisition. Most recently, he led DeNA West’s He also has an MBA from UC Berkeley Has School of Business and a BA isPerformance Accounting Product and recently, DeNA West’s Performance Product Marketing Marketing and User Acquisition. Most recently, heatled led DeNASEGA, West’sand Performance Marketing team and hasUser heldAcquisition. leadership Most Marketing roleshe OnLive, Glu. He Marketing team and has held leadership Marketing roles at OnLive, SEGA, and Glu. video He and BS in Psychology from Rutgers College. In his spare time he enjoys playing Marketing has leadership Marketing roles SEGA, and Marketing team and has held leadership Marketing roles at at OnLive, OnLive, SEGA, and Glu. Glu. He He also has anteam MBAand from UCheld Berkeley Haas School of Business and a BA is Accounting and also has an MBA from UC Berkeley Haas School of Business and a BA is Accounting and games, ping pong, and reading graphic novels. also an Berkeley Haas of and is and alsoinhas has an MBA MBA from from UC UC Berkeley HaasInSchool School of Business Business and a a BA BA is Accounting Accounting and BS Psychology Rutgers College. his spare time he enjoys playing video games, BS in Psychology from Rutgers College. In his spare time he enjoys playing video games, BS in Psychology from Rutgers College. In his spare time he enjoys playing video games, BS inpong, Psychology from Rutgers ping and reading graphicCollege. novels. In his spare time he enjoys playing video games, ping pong, and reading graphic novels. ping ping pong, pong, and and reading reading graphic graphic novels. novels.

7 33 33 33

6 Management & Board of Directors

our three co-

Chariot’s management and Board of Directors are currently made up of it’s three co-founders, Dr. Thomas Kiefer, Milan Reinartz and Nick Hughes. They are like a tripod, no matter how shaky the ground, stormy the sea or unpredictable the future is – they always stable, bonded but balanced out. Our management is expected to use resources wisely, operate profitably, pay debts, and abide by laws and regulations. Our management philosophy is based on teamwork, responsibility, honesty and mutual respect. People who work at Chariot Ridesharing Limited would want to be part of our team because we operate in an environment that encourages creativity, diversity, growth and performance.

6.1 Organisational Diagram Shareholders

Fig. X

or ut.

y, pay is based on k at Chariot rate in an nce.

ough the next derstand our w skill sets and

CEO Thomas

Thomas Kiefer Kiefer

CPO Milan

Milan Reinartz Reinartz

Dir. Tech

Nick Hughes Nick Hughes

Board of Directors

Financial Management Hemant Maharaj

CEO

Thomas Kiefer

umber of e provides allassistance with

kland and wyers. They rs. MELG is one

CPO

CTO

Milan Reinartz

Martin Hipp

Design,Head HeadofofUX UX Design,

App Dev Dev Matt Penman

User Acquisition Head of Growth

Web Dev Dev Matt Bondi

Rhiannon Josland

Ilya Shereshevkov

Illustrations Illustrations

Chris Davidson

7 Our Advisor

Chariot’s advisory board will be appointed to escort the company through the next stage of growth. They are well experienced in the technology sector, understand our business model, know the mission and what motivates us, and bring new skill sets and ways of thinking to the team.

Rodney Craig, Partner at Minter Ellison Rudd Watts Rodney has over 16 years’ legal experience. Rodney’s clients include a number of early-stage and growth businesses in the technology sector, for whom he provides allround legal support – including governance and structuring advice, and assistance with capital raising and liquidity events. Minter Ellison Rudd Watts is a full-service NZ law firm with offices in Auckland and Wellington. Nationally, we have 41 partners and more than 140 other lawyers. They have been part of the Minter Ellison Legal Group (MELG) for over 25 years. MELG is one of the largest full-service law firms in the Asia Pacific region.

8 Resourcing

We have a small but active team of 9 people, as well as contractors that support us as required. We plan to grow our team and business over the next year, including: •

Building a dedicated community management and marketing team with a presence in Auckland, Wellington and Christchurch over the next 6-12 months.

•

General admin / compliance support

•

Employing a permanent development team

9 Market Analysis

Example Auckland Based on the “journey to work pattern in the Auckland region” in the 2013 census, trips by private vehicles (PV) account for around 74 per cent of all commuting trips. 6 See fig. 2 and fig. 3 Example Wellington In contrast, only 38% of people drive to work in Wellington. A large number of commuters walk or jog to work or use public transport. This is likely to be due to a better public transport system, a smaller CBD area and shorter distances to travel to the inner city from nearby suburbs. See fig. 4 Fig. 1

Mode Share of Journey to Work (All Regions) Mode Share of Journey to Work (all Regions)

Fig. 1

100%

Other

90% 80%

PT/car or PT/car/walk

70%

PT/walk or PT

60%

Cycle

50%

Walk only

40%

Passenger & walk

30%

Passenger

20%

Drive & walk

10%

Drive e ag

er Av

hl an

Ca n

st oa

rb ur

l. ar

n/ so

gt on

el lin

W an u-

bo u

ka W ai

Source: MoT Report 2013

Source: Statistics MoT Report 2013

Fig. 3

% Method of travel to work (Auckland)

80% 3 70%

69.90% NZ motor vehicle registration Statistics, 2013 NZTA,

Research New Zealand, Special report on the 2013 census of New Zealand’s population and dwellings

60% 50%

40% 5 http://www.transport.govt.nz/ourwork/tmif/travelpatterns/tp006/, 30%

http://nzdotstat.stats.govt.nz/wbos/

Index.aspx?DataSetCode=TABLECODE7431

20%

5.80%

10% 6 Richard 0%

7.40%

5.50% 4.50% 4.20% Consulting, Paling Journey to 1.10% work pattern in the Auckland region, Analysis Census Data 1.60%

m th O

ke or W

gg jo or d ke al

Source: Richard Paling Consulting, Analysis Census Data 2001-2013

e cl cy

ic Pu

bu s

n ai Tr

en ge

2001-2013

hows that driving is ) whereas being a

Statistics published by the Ministry of Transport (MoT) and Statistics New Zealand (NZ Stats) shows that driving is the preferred choice of travelling to work across all regions.5 See fig. 1

hristchurch account for d.

9.2 Travel Pattern

ulation shows there to l population increase 21 and approx. t on an already

The three biggest metropolitan areas, Auckland, Wellington and Christchurch account for 58.18% of licensed cars in New Zealand.

umber of 3,464,131 ose were split across 20,457), trucks

New Zealand’s population is approximately 4.2 million people. This is forecast to increase by 13.1% over the coming years to 4.8 million in 2021 and approximately 5.5 million in 2041.4 This can only result in additional pressure being placed on an already overcrowded infrastructure.

uckland very narrow same population r a good travel row geography means ing short commutes ult in a lowered quality the city’s economic

According to the most recent statistics from New Zealand Transport Agency (2013) a total of 3,464,131 vehicles were licensed in New Zealand at the end of June 2013.3

city from where as and selling these h that helps power rising housing costs,

9.1 Market Overview

Passenger 20%

Drive & walk

10%

Drive

er ag e

So ut hl an d

O ta go

Ba y M an Ta ra aw na at ki uW an ga nu i W el lin gt on N el so n/ M ar l. W es tC oa st Ca nt er bu ry

aw ke 's

ou rn e

le nt y

G is b

of P

ai ka to W

ck la nd

Ba y

or th la nd

Source: MoT Report 2013

Mode to Work (all Regions) Fig. 2Fig. 1% Method ofShare traveloftoJourney work (Auckland) Fig. 3 % Method of travel to work (Auckland) 100% 90% 80% 80% 70%

Other

69.90%

PT/car or PT/car/walk PT/walk or PT

70% 60% 60% 50%

Cycle

50% 40% 40% 30% 30% 20% 20% 10% 10% 0% 0%

Walk only Passenger & walk

4.20%

5.80%

1.10%

5.50%

Drive & walk Drive

ro ve Na orca thr, la tr nduc k Pa ss Au en ck ge la r i nd n a W ca ai ka r to Ba y of Pl en Ttry ai n G is bo ur n H Pu e aw b l ke ic 's bu Ba s y M an Ta ra aw na at Bi ki uc W an ycle g W a nu al ke i Wd el or lin jo gt gg on e N d el W so or n/ ke Ma d rl W at . es ho tC m O oa e th st Cear/ nNt o ert bsut rayte d O ta go So ut hl an d Av er ag e

1.60%

Passenger

7.40%

4.50%

Source: Richard Paling Consulting, Analysis Census Data 2001-2013 Source: MoT Report 2013

Source: Richard Paling Consulting, Analysis Census Data 2001-2013

Fig. 3 Total Commuting Trips Per Day (All Regions) Fig. 4 3 %% Method ofof travel totowork Fig. Method travel work(Wellington) (Auckland) 37.78% 500,00080% 69.90% 40% 70% 400,000 35% 60% 30% 300,000 50% 25% 200,00040% 20% 30% 100,000 15% 20% 10% 0 10% 4.10% 5% 0% 0%

2001 2006 2013 17.28% 13.84% 7.40%

1.29%

5.50% 2.63%

ic b Pu us Tr bl ai ic n bu TBo icta s y W lcal al ect ke iv d e or m od jo B gg icy e W e c W or d le or Wk k ed aeld kea at dt h ho oor D O m id m j e no the ogeg t g r/n ed o o W to t e ls or w ke or ew he d k at re ho O me O th th e er /N r N ot ot st st ate at ed d

ai Tnr a Tr

5.36% 4.50%

1.10%

ca a

ro D

ve ro

9.65%

5.80% 3.54%

1.60% 2.98%

uc PV ss ve k d en a riv c ge ar er ri ,t s ru n c a P Pa cVap k ss ra ss e Mng en ot er ge or in rs bi a ke ca r

4.20% 1.56%

Source: Richard Paling Consulting, Analysis Census Data 2001-2013 Source: Richard Paling Consulting, Analysis Census Data 2001-2013

Fig. 4 % Method of travel to work (Wellington) Fig. 4 % Method of travel to work (Wellington)

37.78%

40% 35% 30% 25%

17.28%

20%

13.84%

15%

9.65%

10%

4.10%

1.56%

5.36%

3.54%

2.98%

2.63%

1.29%

d te st a N ot

th er O

k or to

no t

at id D

ke d or W

ho m

gg jo or

ke d al W

e yc l Bi c

bu s ic Pu bl

n ai Tr

or bi

r ot

a n er i

en g ss Pa

k tr uc r, ca a ve ro D

Source: Statistics New Zealand, Census of Population and Dwellings 2013.

9.3 Vehicle Occupancy Rate The results of a U.S. Department of Transportation study show that 78% of all rides are undertaken by drivers that travel alone.7 Chariot observed inbound travel movements between 6am - 9am at Mt Victoria Tunnel in Wellington as well as the Petone Roundabout (SH2). On average, drivers were alone in 7 out of 10 cars. Four or more people in the same car was a rare sight. Aforementioned observations by Chariot reflect the American survey results and suggest that these results are likely to apply equally to New Zealand’s metropolitan areas. See fig. 5

9.4 NZTA Monthly Average Daily Traffic (MADT) Nationally, the MADT of all vehicles in April 2014 increased by 9.7%, compared to the same month in 2013: the biggest monthly increase in the last 5 years. In NZTA’s September 2014 MADT report, all regions recorded an increase of between 1.4% and 5.1%. Figure 6 provides information about changes and trends of MADT on state highways at a regional level to the same month in 2013. NZTA have selected five key sites to represent five main centres in NZ. The MADT compared values for September 2013 and September 2014 percentage changes are shown in Figure 7. In light of these findings, it is clear that a need for action has been identified. It is further believed that many other cities in New Zealand currently, or will in the future, experience similar challenges. Financing transport infrastructure improvements is very costly, especially to the taxpayer. Cost effective solutions are therefore required. This heightens the need to promote carpooling and ride sharing in order to maintain good living standards, create better commuting flows, shorten commute times and reduce traffic congestion. This will enable further growth and strengthening of the New Zealand economy.

U.S. Department of Transportation, Federal Highway Administration (FHA), 2009 National Household Travel Survey (NHTS). URL: http://nhts.ornl.gov. U.S. Department of Transportation, census 2009, report issued 2011, URL: http://www.census.gov/ prod/2011pubs/acs-15.pdf Center for Sustainable Systems, University of Michigan. 2014. “Personal Transportation Factsheet.” Pub. No. CSS01-07. October 2014, URL: http://css.snre.umich.edu/css_doc/ CSS01-07.pdf

Fig. X

Fig.Vehicle 5 Vehicle Occupancy Occupancy Rate Rate 0% 100% 10% Vehicle Occupancy Rate 90% 12%

80%

Fig. X

0% 3% 100%70% 10% Vehicle Occupancy Rate 12% 90%60% 12% 80%50% 0% 78% 3% 25% 100% 70% 10% 40% 12% 90% 60% 12% 30% 80% 50% 78% 25% 20% 70% 40% 60%10% 30% 50% 0% 20% 40% 10% 30% 0% 20%

Current

60%

15% 30%

20% 10%

30% 60% 15%

40% 20%

45%

30% 45%

FC Year 1

40%

FC Year 2

3x Person 2x Person 4x Person

1x Person

3x Person

2x Person 4x1x Person Person 3x Person

35%2x Person 1x Person

40% 35%

45%

4x Person

20% 10%

15% 10%

FC Year 1

10%

25%

60% 78% Current

10%

12%

FC Year 3

35%

FC Year 3

10% U.S. Source: U.S.Department Department of & Chariots Traffic Source: ofTransportation, Transportation2011 (FHA, NHTS), 2011 & Chariots Traffic Observation, 2014

0% Observation, 2014 Source: U.S. Department of Transportation, 2011 & Chariots Traffic Current FC Year 1 FC Year 2 FC Year 3 Observation, 2014

Fig. X

Fig. 6

Change of Traffic Volumes on State Highways

Source: U.S. Department of Transportation, 2011 & Chariots Traffic Observation, 2014

NZTA Region

April 2014

NZTA Region

September 2014

April 2014 September(Change 2014 to 2013) (Change to 2013) (Change to 2013)

Northland and Auckland

(Change to 2013)

7.8%

NZTA Region Northland and Auckland

April 7.8% 2014

5.7% September 2014 5.7%

Waikato andofBay of Plenty Waikato and Bay Plenty

(Change to 2013) 11.9% 11.9%

(Change to 2013)

Northland and Manawatu-Wanganui, Auckland 7.8% Taranaki, Bay, Gisbourne Taranaki, Manawatu-Wanganui, Hawkes Hawkes Bay, Gisbourne 10.3%

10.3%

Waikato and Bay of Plenty Wellington, Nelson, Marlborough and Tasman Wellington, Nelson, Marlborough and Tasman Taranaki, Manawatu-Wanganui, Hawkes Bay, Gisbourne

11.9% 5.0% 10.3%

5.0%

Canterbury and West Coast Wellington, Nelson, Marlborough and Tasman

11.4% 5.0%

Otago and Southland Canterbury and West Coast

4.6% 11.4%

Canterbury and West Coast Otago and Southland

1.5% - 3.6%

11.4% 4.6%

OtagoNZTA, and Traffic Southland 4.6% Source: Volumes MonthlyMonthly Report, April 2014, September Source: NZTA, Traffic Volumes Report, April 2014, September 2014

Source: NZTA, Traffic Volumes Monthly Report, April 2014, September 2014NZTA, Traffic Volumes Monthly Report, April 2014, September Source:

5.7%

2014

Fig. X

Fig. 7

Site

Change of Traffic Volumes on State Highways (Selected Cities Only)

Site Site Auckland Harbour Bridge (SH1)

City September September % Change 2013 2014 Represented September City City September September September % Change 2013 2014 2013 2014 Represented AucklandRepresented 159,513 160,477 1%

Auckland Harbour BridgeBridge (SH1) (SH1) Auckland Greenwood (SH1) HamiltonAuckland Auckland Harbour

159,513 23,081

25,218 159,513160,477

1%9% 160,477

GreenwoodInterchange (SH1) Ngauranga Greenwood (SH1) (SH1 and SH2 SB only)

23,081 83,252

25,218 23,081 89,779

25,2188%

Hamilton Wellington

Hamilton

Ngauranga Interchange (SH1 Wellington Waimakariri Bridge Christchurch andNgauranga SH2 SB only)Interchange (SH1 Wellington

83,252 42,758

and SH2Bridge SB only) Waimakariri Burnside (SH1 Combined)

Christchurch Dunedin

42,758 25,659

Burnside (SH1 Combined)

Dunedin

25,659

Waimakariri Bridge

Christchurch

Source: NZTA, Traffic Volumes Monthly Report, September 2014

Burnside (SH1 Combined)

Dunedin

Source: NZTA, Traffic Volumes Monthly Report, September 2014

83,252 42,758

89,779 46,828 46,828 27,489 27,489

25,659

% Change 1%

8% 10%

89,779

10% 7%

46,828

10%

27,489

Source: NZTA, Traffic Volumes Monthly Report, April 2014, September 2014 Source: NZTA, Traffic Volumes Monthly Report, September 2014

9 9

10 Target Market

Chariot identifies it’s main market segments as: 1. Regular drivers and ‘by-car’ commuters (single person in car). 2. Passengers (may or may not have access to a car). 3. ‘By-other-means’ commuters. The first segment are likely to own a car and have a valid driver’s licence while the second segment has a need to travel to work and/or around the city. Both segments are likely to use smartphones regularly, be relatively technology savvy, trust in modern technological products, be social and enjoy meeting new people. Drivers 18-65+ years (more likely 18-55 years), no criminal history, female/male, hold a valid driver’s licence, own a car, employed/studying, smartphone user, tech savvy, environmentalist, social, open minded and commutes to work. Passengers 18-65+ years (more likely 18-55 years), no criminal history, female/male, may or may not own a car, may or may not hold a valid driver’s licence, employed/studying, smartphone user, tech savvy, environmentalist, social open minded, commutes to work, dislikes public transport and enjoys the convenience of having a driver.

11 Market Research

Chariot conducted primary and secondary market research to gather market data and knowledge.

11.1 Primary research To learn about user preferences we conducted surveys, we consulted with local authorities, carried out user testing by means of interviews and counted occupancy rates of passenger vehicles and traffic at key locations during peak traffic hours. See fig. 8 and 9 Mobile application related questions from our initial survey have been included in the Greater Wellington Regional Council’s letscarpool.govt.nz nationwide survey. Figures 10 and 11 further below illustrate the results.

11.2 Secondary Research In our secondary research we reviewed published information from within New Zealand and internationally. This included industry profiles, trade journals, newspapers, magazines, census data, reports, statistics and demographic profiles. Our sources included: •

Automobile Association (AA)

•

Ministry of Transport (MoT)

•

New Zealand Transportation Agency (NZTA)

•

New Zealand Statistics (NZ stats)

•

Vehicle Inspection NZ (VINZ)

•

Reports, Census Data, Statistics and Transportation Department from various European Countries and the USA for comparison.

In addition to online research, information was also gathered from public libraries, industry associations, chambers of commerce, vendors, analysts, local city councils and government agencies.

Fig. X

cted

Fig. 8

5% No

25% 34%

embers vehicle ensation posed to is against culate the s. egulations.

25%

Yes, by public Yes, transport by public transport

29%

Yes, by foot or Yes, bicycle by foot or bicycle

70%

34%

Yes

Driver

29% 30%

34%

daland and es, census g:

xempted ator assenger

Yes, by car Yes, by car

d in e results.

ries, ncils and

Fig.Would 9 youWould use an you App use that anmatches App that matches passengers passengers and drivers and to drivers share the to share costs the costs of travel inofatravel safe environment? in a safe environment?

uthorities, nger

Fig. X

Are you commuting currently commuting Are you currently to work? to work?

70%

34%

Source: Survey Source: results Survey conducted resultsby conducted Chariot by Chariot

Fig. X

Fig. 10

Fig. X

Use Smartphone App as? App as? Fig.Use 11 Smartphone

Want to use Want a Smartphone to use a Smartphone App? App?

5% 3% 5% 3% 11%

11%

Yes

Yes - I don’t have Yes - aI don’t have a smartphone smartphone now but if I do now in but if I do in the future I would the future use itI would use it

19% 7%

19%

55%

I’m undecided I’m- it undecided would - it would depend on the depend details on the details No - I don’t have No - aI don’t have a smartphone smartphone

61%

Passenger Passenger

21% 61%

18%

21%

Both

18%

No - I don’t think No - it I don’t would think be it would be useful useful

Source: Survey Source: results Survey conducted resultsby conducted GWRC by GWRC

motes a t is a bit ment.

12 Regulation & Compliance

By law, if people are transported for hire or reward this is considered to be providing a passenger service. The Land Transport Rule – Operator Licensing 2007 sets out the requirements for obtaining and retaining a licence to operate a passenger service. A transport service licence is required to operate a passenger service.8 In order to drive a small or large passenger service vehicle where passengers are carried for hire or reward the driver is required to hold a “P” endorsement under the Rule.9 However, activities that are operated under a genuine cost sharing arrangement are exempt passenger services and drivers are not required to hold a transport service licence.10 Ride sharing is an exempt passenger service provided people are transported under a cost-sharing arrangement between occupants of a vehicle designed or adapted to carry 12 or fewer persons (including the driver).11 Cost-sharing arrangement includes fuel costs and wear and tear of a vehicle but does not include any compensation for the driver’s travelling time.12

12.1 Operations Model Chariot’s drivers will operate under a genuine cost-sharing arrangement and should therefore fall within the exemption. In contrast to employed drivers, our drivers are simply members of the public who rare sharing the cost of their journey with passengers they meet through our app. They will not receive compensation for their time. Our fares are agreed upfront, unlike companies like Uber who present the fare at the end of the ride. Our app uses Google Maps to measure trip distance and to calculate the amount a passenger is required to contribute as opposed to the use of a taximeter. Our platform promotes a cost-sharing model as opposed to a profit-seeking model. Chariot is a bit like asking for your friends to share the cost of your journey but in a controlled and safe environment.

http://www.nzta.govt.nz/resources/factsheets/47/docs/47-transport-service-licence.pdf

http://www.nzta.govt.nz/resources/factsheets/42/p-endorsements.html

10 11 12

Objectives of the Rules, Land Transport Rule Operator Licensing 2007, Rule 81001.

Section 12.1(b) Land Transport Rule Operator Licensing 2007, Rule 81001.

Part 2, Land Transport Rule Operator Licensing 2007, Rule 81001. http://www.nzta.govt.nz/resources/ factsheets/18/volunteer-drivers-exempt-passenger-services.html

12.2 Small Passenger Service Vehicles Review The Ministry of Transport has announced a review of transport licensing law applying to small passenger service vehicles (SPSV).13 The Ministry of Transport (MoT) is leading this review alongside the NZ Transport Agency (NZT) and the NZ Police. The review is intended to ensure that New Zealand’s regulatory environment for SPSVs is fit for purpose and flexible enough to accommodate new technologies. Chariot will engage in the review process by participating in engagement sessions that are being run during 2015. We expect there to be two sessions.14 The first session will provide an opportunity for the Ministry to hear from the sector to identify the key issues with the current regulatory framework from the business perspective and what aspects of the SPSV sector are most important for the future. The second session will allow the Ministry to discuss its thinking around the issues and the future for the SPSV sector. It will also provide an opportunity for the sector to voice its feedback on potential options for the future. These sessions will be run with the following groups of sector participants: •

taxi industry

•

private hire industry

•

public/passengers/representative groups

•

government stakeholders

•

technology service providers

Chariot will contribute in the technology service providers group.

Further Info URL: http://www.transport.govt.nz/land/small-passenger-services-review/

Source: Invite MoT, email Wed, 18 Mar 2015, 16:08:28

13 Competitive Landscape

The international ride sharing market for a mobile application is crowded An estimated 250+ carpooling, ride sharing and taxi mobile applications are internationally available on iTunes and GooglePlay, with a much smaller number owning a large percentage of market share in key locations like the US and Europe. Currently, only one (small) similar mobile application for carpooling is available in New Zealand (in the Auckland area only). Chariot intends to offer a more thoughtthrough user experience, more intuitive design, safety features and a loyalty programme for our users (not to mention operating nationwide). Chariotâ&#x20AC;&#x2122;s key competitors include taxis, existing ride sharing apps such as Uber, public transport and existing websites for carpooling and ride sharing. We will closely monitor the development of all competitors and potential partners. Our greatest competitor is single drivers. People love their own car and the independence, mobility and flexibility that this provides. We aim to disrupt those habits by ongoing education of the underlying benefits of carpooling and ride sharing. These include cost savings; shorter wait times, and improved traffic conditions (all leading to a better work-life balance). We distinguish ourselves from our competitors by being a social ride sharing platform that provides a more social travel experience. We will also provide review and referral opportunities, unlike most of our competitors in the market. We provide peace of mind in a seamless carpooling and ride sharing experience at a fraction of the cost of the majority of our competitors. Key competitive differences are laid out in figures 12 and 13. Chariotâ&#x20AC;&#x2122;s research has found that the carpooling and ride sharing industry is a global, multi-billion dollar market. A large number of ride sharing applications are currently available. The vast majority are established in the USA and offer their services mostly in the USA. In comparison, Europe sees each country with at least one similar product established. We found that Germany, for example, possesses the greatest acceptance of carpooling and ride sharing as a mode of travel and provides the greatest potential for market expansion. The industry we operate in is a competitive one, with numerous global competitors, a large number of substitutes and low barriers to entry. However from our analysis, no New Zealand business has successfully solved the problems we have identified, particularly when looking at mobile applications in isolation. We therefore believe there is a great opportunity in the New Zealand market as well as various expansion markets, to grow a user base and develop a solution that truly meets our customersâ&#x20AC;&#x2122; wants and needs and harnesses the commuting community, spontaneous riders and long distance travellers.

Fig. 12

Competitor

Strengths

Weaknesses

Contestability Factor (1 = low / 5 = high)

Fig. X

Chariot

Mobile app, cross-platform, availability, Depending on balanced supply and demand 5 cost Strengths effective, no flag-fall charges, no chain. Weaknesses Contestability waiting time charges, costs upfront, Factor high social experience, real-time GPS (1=low / 5=high) trip monitoring, cashless payment, Car (own) Independent, convenient, High vehicle maintenance costs, carbon 5 Police vetting, 2-way community rating flexible, system, high scalability (growth). emission, high purchase price, driverâ&#x20AC;&#x2122;s availability license required, limited social experience Car (own) Independent, convenient, flexible, High vehicle maintenance costs, carbon 5 availability high charges, purchase price, driverâ&#x20AC;&#x2122;s Taxi Convenient, flexible, no High fareemission, prices, flag-fall waiting 3 license required, limited social experience vehicle maintenance costs, time charges, security concerns / no availability background check, no community rating, carbon emission, costs forcharges, the Taxi Convenient, flexible, no vehicle High fareunknown prices, flag-fall waiting time 3 ride untilcharges, end, unable driverGPS freely maintenance costs, availability, Police lacktoofselect real-time trip monitoring, vetting through flexible, P-endorsement via community Existing (NZ) Convenient, no Medium no to expensive farerating, prices,carbon waiting emission, 3 ride until end, unable Carpool/Ride share NZTAvehicle maintenance / driving unknown time chargecosts rate,for lackthe of carbon to select driver costs freelyfor the ride App costs, no flag-fall charges, offset scheme, unknown (i.e. Amigoride) availability, smart-phone app until end, unable to select driver/passenger Private Hire Convenient, flexible, no vehicle Medium to expensive fare prices, waiting/ 4 freely, small user base Service App (i.e. maintenance costs, no flag-fall charges driving time charge rate, carbon emission, Taxi App Convenient, flexible,background no Medium to expensive fare for prices, 4 unable Uber, etc.) (Uber), quality service, unknown costs the waiting/ ride until end, (i.e Uber, etc.) vehicle maintenance costs, driving time chargedriver rate, carbon checks, availability, smartphone app, to select freely, emission, not a social platform. no flag-fall charges, quality unknown costs for the ride until end, unable cashless payment, 2-way rating system, service, background checks, to select driver freely, not a social platform GPS availability, tracking, high scalability smart-phone app

Competitor

Existing Existing user base, trust in system Limited background checks, unknown costs Existing (NZ) Carpool Existing user base, trust in Limited to no background checks, unknown 3 (NZ) limited WebCarpool Apps (i.e. system, costs for for the the rideride untiluntil end, end, limited accessaccess to service, Websites mobility,no no mobile app Jayride, carpoolking, to service,limited limitedflexibility flexibility // mobility, (i.e. Jayride, etc.) available yet letscarpool, mobile app available yet carpooling, Public Transport Reasonable fare prices Lack of reliability, confined seating, available 3 letscarpool, etc.) on scheduled times only, varying levels of Public Transport Reasonable fare prices Lack of reliability, cleanliness, limited flexibilityconfined / mobility seating, available on scheduled times only, varying levels of Bike / Walk Carbon free, flexible, Limited reachable distance, inconvenience, 1 cleanliness, limited flexibility / mobility environmental, availability, weather dependent Bike / Walk Carbon Limited reachable distance, inconvenience, low free, costsflexible, environmental, availability, low costs weather dependent

Fig. 13X Fig.

Affordable Walking Biking

Chariot

Public Car

Corporate

Transport

Social

Uber

Taxi

Expensive

15 19

14 Competitive Edge

14.1 Product Chariot’s key competitive edge is its multifunctional ability to facilitate long distance intercity trips, as well as shorter distance commuting trips within the same, easy to use and intuitive user interface. Chariot will be available for desktop browsers and as an app for iOS and Android smartphones (unlike most competitors who only have a web version for desktop computers). Our operations model set us apart from competitors such as Uber or other similar services in respect of which the exemption discussed above is unlikely to apply. Chariot promotes a social way of driving together to help solve infrastructure and transportation problems, such as heavy traffic congestion. We expect our first market solution to grow quickly, allowing us to gain market share and enable funding opportunities for expansion.

15 SWOT Analysis

Running a start-up, building a sustainable business and investing in a start-up is an inherently risky business. In our SWOT Analysis we highlight a number of strengths, weaknesses, opportunities and threats. However if these threats or weaknesses eventuate, they may affect the price of Chariot shares and you could lose some or all of your investment We will take all steps to mitigate risks or minimise their impact should they arise.

15.1 Strengths Chariot’s strengths include: •

Our People/Team management - proven experience, skills, relentless passion and drive to succeed in building a sustainable product.

•

Domain Knowledge - clear vision of the market needs via testing, resulting in an understanding of what is required to provide a solution. Understanding our individual customer/user, their pain points as well as the overall market. We have subject matter expertise with the latest mobile application technology and we can offer the alternative transportation services that would bring the two together.

•

Location - New Zealand is a niche market and its metropolitan cities suffer from increasing traffic and traffic congestion with no end in sight.

•

Product/Service - a scalable innovative problem solution and first to NZ market.

•

Genuine Cost-Sharing-Model (CSM) - low amounts payable by passenger(s) to share the costs of the journey; we believe this is a win-win situation.

15.2 Weaknesses Strengths are valuable, but it is useful to realise the weaknesses. We identified some of our weaknesses: •

Capital - We need to focus on leveraging the low cost alternatives that come hand in hand with a technology business. The alternative is to focus on investors, however finding investment may become a distraction and is unlikely to be found without continuously increasing traction. Where funding or investment is not possible, out-of-the box thinking and development of cost effective customer acquisition will overcome a lack of funds.

•

Start-up challenges - seeking advice and governance from experts in the industry has helped us tackle these challenges.

•

Resources / cost factor - associated with system scaling, hosting, keeping stateof-the-art equipment and technology and limited key personnel for product development. Offering shares to new key personnel could be used as a cost effective mitigation strategy to keep the product development going; seeking loan, overdraft or alternative financial injections to cover technology resource costs.

•

Operations capacity limited - operating capacity following launch during peak sales periods, possibly mitigated through hiring contract staff.

15.3 Opportunities Our strengths and awareness of our weaknesses will help us capitalise on emerging opportunities. These opportunities include, but are not limited to: •

Societal – sharing economy and digital shift.

•

Technology – no state-of-the art mobile application alternative is currently available within New Zealand that has an intuitive UX design, providing mobility and 24/7 accessible service.

•

Commuters – needs are currently not being met to provide an easy-to-use service, cost-effective ride sharing and convenient carpooling.

•

Partnerships/Joint Ventures – for endorsement and marketing purposes; to access a customer base for growth as well as offer reduced memberships or discounts to our users.

•

Traffic congestion – increasing occupancy rates of cars and reducing the numbers of cars in metropolitan areas thereby improving the driving experience, reducing traffic congestion and the carbon footprint significantly.

•

Costs of living – high property prices in metropolitan areas results in the populace moving to outer suburbs, which in turn has a link to increasing fuel prices and vehicle running costs. This will force people into more cost effective transport alternatives.

•

Carbon Emission – reducing carbon emissions, supporting Government offsetting through the Carbon Emission Trading Scheme (ETS) and selling carbon credits.

15.4 Threats •

Competition – there is a high threat of existing carpool websites building a mobile application, new entrants to the market as well as copy cats and substitutes. We therefore need to understand the customer and think differently about how we market the product.

•

Barriers (i.e. acceptance) – limited acceptance and trust in the product and a fear of sharing rides with unknown people. We therefore need to educate customers and think about how we can mitigate those barriers by putting safety and safety education at the heart of our business.

•

Business – changes in the business environment that might reduce our user acquisitions and activity. Tight credit times, higher interest rates and higher inflation rates than predicted.

•

IRD – higher taxes in future.

•

Politics – change in government and regulations.

16 Marketing Plan

We will use a combination of pragmatic / edgy creative (depending on the channel) and promotional activity, such as competitions, to communicate our message to the market, driving a strong above-the-line and below-the-line user acquisition strategy. To gain initial traction we are working towards starting with a base of 2,000 - 10,000 pre-registrations across Auckland, Wellington and Christchurch. Approximately 1,000 users have already pre-registered to use the app to date. Our proposed marketing channels include ad placements on Facebook, Twitter, Google, Native App networks, mobile ads on large sites such as Stuff, the New Zealand Herald and MetService as well as local networks like Mediaworks, TRN and others. PR will play a key role in our go-to-market and on-going marketing strategies. We will consider utilising outdoor media, flyers and direct mailers; electronic direct mailers and online video channels (YouTube, TVNZ on Demand, etc.) - which will depend on the level of funding available and the return on investment we are able to show in the early stages. We will allow our users to earn free “Chariot miles” by referring other users and endorse digital virability with the ability to share rides via social media from the app and social visibility through car stickers, T-Shirts and other (free) merchandise. Potential strategic partnerships with the likes of Let’s Carpool and other existing carpooling websites are also a key focus of our business. See figure 14 for an example of our creative to be used on social media, flyers, outdoor and other applications:

17 Product & Features

Chariot focuses on building a community and concentrates on bringing people with common ride sharing interests together. It will be important to allow the community fast and easy access to each other to help realise a common interest of creating more sustainable road usage built upon people commuting together and sharing rides. To that end, the product will take the form of a mobile application for handheld devices as well as a web-application for desktop use. This allows for easy on-the-go access and personal use of the application by all members of the community. The application itself will allow for two-way communication by our users to express their transport needs and search for relevant rides within their communities. The application will offer a high level of security, one of Chariot’s main focus points, in the form of peer reviews, the ability to share the details of any ride with a nominated emergency contact and full Police background checks on all users. See Fig, 15 and 16

Fig. 14

Fig. X

Fig. 15

Passengers

Drivers

Safety

Ride requests

Browse requests

Identity verification

Create listings

Police-vetted background checks Safety

Search directories

Passengers

Drivers

Ride requests

Browse requests

Recurring and one-off rides

Search directories Contribution (price) set up

Recurring and one-off rides front (no surprises) Affordable commuting and

Payment (price) set up travelling (one-off rides) front (no surprises)

Fill up empty seats (passenger multi pairing) Create listings

Police-vetted background checks

Share your costs of vehicle

Cancellation & no-show policy

Cashless Payment

Community support

Fill up empty and seats (passenger maintenance travel multi pairing) Share your costs of vehicle maintenance and travel

Cashless Payment Loyalty programme Affordable commuting and Cashless Payment travelling (one-off rides)

Cashless Payment Loyalty programme

Identity verification

Two-way rating system

Loyalty programme

Two-way rating system

Cancellation & no-show policy

Share ride details with Community support emergency contact and others

Share ride details with emergency contact and others

Loyalty programme

Fig.X16 Fig.

23 21

18 Technology

18.1 System Architecture Chariot will be structured utilising stable, tried and tested frameworks that are community based open source products. The platform will adopt a hybrid methodology to allow the application to have maximum reach across different devices by using a singular code base. This will allow Chariot to concentrate on the core product at the outset of its life. As the product develops over time, several reviews (for example: product based, performance based, market based) will help determine whether the application migrates from a hybrid approach to a native approach for different operating systems. The app will be available as a web app and for iOS and Android operated hand-held devices. See fig. 17

18.2 Structure The application will be layered as a web based application. •

Front end – The front end will utilise the Ionic Framework, which incorporates Angular JS and PhoneGap/Cordova to leverage native device controls and resources. The display will be handled by HTML5, Javascript and CSS. This approach will give the application its hybrid nature.

•

API – The main engine and driver of the application will sit with the API built in PHP. Chariot will utilise the Laravel framework to construct a robust platform upon which the application can build current states, save states and preferences as well as communicate with other third party services. The API will use a REST style architecture thereby allowing Chariot a broad spectrum of web based technologies to work with.

•

Web software – Chariot will utilise a classic LAMP stack, (Linux Ubuntu distro, Apache, MySQL, PHP) to run the API.

•

Server – Chariot will start out with a New Zealand based hosting company, Rimu Hosting (http://rimuhosting.com/), with a VPS set up. Server performance reviews will be an ongoing part of Chariot so that existing servers can be scaled or new ones created for load balancing during high traffic, keeping services running 24 hours and giving us the flexibility to perform server maintenance.

18.3 Payment Processing All payment by the passengers are made cashless through the application. In order to enable this functionality the application will utilise PxFusion as a payment solution from Payment Express (https://www.paymentexpress.com/Home.aspx), a PCI compliant provider. PxFusion is a product that allows merchants to accept credit card details within a form on their own web page/screen.

18.4 Security By utilising the PxFusion solution provided by Payment Express, the application will have the use of 3D Secure to provide additional protection against charge backs. In addition to this the API will run behind an SSL certificated URL. Finally the application will be independently audited by a third party provider of penetration testing to ensure the robustness and integrity of the application.

18.5 Software updates •

OS: Chariot will ensure that all Beta releases of operating software that are made available will be tested against prior to their public launch. This will ensure that the application will remain compatible with new versions of operating systems that are released.

•

Open source frameworks: Chariot will update the frameworks that are utilised with every new major release or security release.

•

Server software: At the outset all software running on the API server will be updated and maintained as outlined in Rimu Hosting’s service level agreement (SLA).

Fig. X

Fig. 17

Fig. X

19 Proposed Timeline (Indicative)

June 2014 Founded company and built team

March 2015 PledgeMe campaign launch

April 2015 Alpha/Beta Launch

July 2015 Launch app throughout the rest of New Zealand

June 2015 Launch app in New Zealand centres (Auckland, Wellington and Christchurch)

2016 Launch into Australia

Late 2015 Build New Zealand user base by end of year and begin to plan for entering overseas market

2018 Launch into North American market (i.e. USA and Canada)

2017 Launch into European market (i.e. Germany, UK, France)

20 Business Model

The Chariot Application is offered free of charge and strictly as a convenience and service to users seeking carpooling or ride sharing matches. Use of the application is voluntary and entirely at the discretion of registered users. Chariot’s main revenue stream is commission based in the form of a fee of 20% of each payment made by Passengers. There will be no additional charges for flag-fall, waiting times or the driver’s time. Additional revenue is expected to be generated through premium services, affiliations and various events such as driver training and sales of merchandise products.

20.1 Pricing Model

This is our current proposed pricing model, based on customer surveys and statistics. This may change in the future. Chariot’s pricing model is centred on a calculation of kilometres driven, fare zone and vehicle model. Our mileage rates are developed on the basis of statistics from Automobile Association New Zealand. The costs for each ride are shared equally. The total fare is divided by four; the maximum number of occupants in a car including driver, and each passenger pays only his or her particular share (i.e. a 1/4 of the total fare). The total payment a driver receives is multiplied by the numbers of passenger sharing the ride less Chariot’s fees. See fig. 18 and 19 For safety reasons the maximum number of passengers is currently limited to three passengers. Vehicles with seating for up to 7 people or family vans have been currently limited to three passengers as well. We will look at expanding this rule on a later stage, depending on market needs. The fare price is agreed upfront and passengers pay without using cash – by charging their credit card through the app. The driver receives payments in form of payments made weekly by Chariot.

20.2 Fare Zones

The total fare of the specific shared ride is computed pro rata as of the applicable fare zone within the kilometres driven. See the infographic below for an example of applicable mileage rates per fare zone. See fig. 20

Fig. 18 Fig. X

Trip distance Distance == 15km 15km Trip Trip cost Costtotal Total==$27.50 $27.50 Trip Trip price/person Price/Person in in car occupancy of people) Trip car == $6.88 $6.88 (based based on on max. occupancy of four four people Less Less • Commission Admin Costs • • Bank fees • Bank Fee • • GST GST

$4.66 Fig. 19 Fig. X

$6.88

Trip Trip distance Distance == 15km 15km Trip cost Costtotal Total==$27.50 $27.50 Trip Trip price/person Price/Person in in car occupancy of people) Trip car == $6.88 $6.88 (based based on on max. occupancy of four four people Less Less • Commission • Admin Costs • Bank fees • Bank Fee • • GST GST

$4.66 x3

$6.88 x3

Fig. 20 Fig. X

Zone 1

Zone 2

Zone 3

Zone 4

Zone 5

Zone 6

$2.50/km

$1.75/km

$1.25/km

$0.80/km

$0.60/km

$0.15/km

5km

10km

20km

50km

100km

21 Financials

21.1 Share offer We are offering a minimum of 37,500 shares (to close the offer) and up to a maximum of 250,000 shares at $0.80 each. This represents up to 20% of Chariot Ridesharing Limited. Share types include Ordinary shares for parcel of 12,500 shares and above (represents $10,000 and above of investment) and Investor shares for parcels of less than 12,500 shares.

21.2 Share Breakdown (pre & post offer) See fig. 21 21.3 Liquidity of shares We at Chariot are dedicated to ensure that shareholders have all opportunities of selling their shares, if and when required. Unless otherwise stated, this will be managed manually through the PledgeMe shareholder communications platform.

21.4 How the capital will be invested The funds raised through the PledgeMe Equity Crowdfunding Campaign will be primarily used to market product launch and grow the business, to establish, maintain and retain a strong active user base, upscale server infrastructure, engage in promotions, rent co-work space as well as hire an administrator for day-to-day management. If funding is raised at the upper end, hiring additional staff for product development will be considered. We have also planned, where possible, to utilise funds to acquire or partner with existing carpooling and ride sharing websites, transferring their customer base to Chariot. See fig. 22

21.5 Valuation Chariot Ridesharing Limited applied the Berkus method15 which is one of the most well-known and widely respected methodologies, especially for technology start-ups, and the Berkus method uses both qualitative and quantitative factors to calculate a pre-money valuation. The total value has been altered to a maximum of $2.0 million to reflect the NZ market, instead of the US$3.0 million maximum in the original Berkus method for the US market. Numbers are maximums that can be “applied” to form a valuation, allowing for a pre-money valuation of up to $2.0 million. The $2.0 million as a pre-money is relevant to high growth opportunities in the NZ market. It is a level that a company that is strong in all the key aspects it needs for growth that might hope to get in the NZ market. The Berkus method scales a company against that local ‘ideal’ investment. Please note: no one method is correct but the modified Berkus method really helps to show the thinking behind the valuation. All methodologies for early stage companies are just approximations of the thought processes that investors follow to make their decisions. We are comfortable that the valuation reflects a fair value of the company and market position, and, more importantly, the growth potential that Chariot Ridesharing Limited can offer. See fig. 23 15

The Berkus Method: Valuing an Early Stage Investment, Posted on March 25, 2012 by Dave Berkus, http://berkonomics.com/?p=1214

Fig. X

Share Breakdown (pre & post offer)

Fig. X Fig. 21

Share Breakdown (pre offer) Share Breakdown (pre&&post post offer)Shareholding Chariot Ridesharing Limited Pre-Offer Ridesharing Limited ShareholdingPost-Offer (if fully subscribed) Chariot Name Pre-Offer

Thomas Kiefer

252,600

25.26

Thomas Kiefer

252,600

20.21

Milan Reinartz Thomas Kiefer

225,000 252,600

22.50 25.26

Milan Reinartz Thomas Kiefer

225,000 252,600

18.00 20.21

Martin Hipp Milan Reinartz

225,000 225,000

22.50 22.50

Martin Hipp Milan Reinartz

225,000 225,000

18.00 18.00

Matt Bondi Martin Hipp

50,000 225,000

5.00 22.50

Matt Bondi Martin Hipp

50,000 225,000

4.00 18.00

Nick Hughes Matt Bondi

30,000 50,000

3.00 5.00

Nick Hughes Matt Bondi

30,000 50,000

2.40 4.00

Rhiannon Josland Nick Hughes

80,000 30,000

8.00 3.00

Rhiannon Josland Nick Hughes

80,000 30,000

6.40 2.40

Matt Penman Rhiannon Josland

60,000 80,000

6.00 8.00

Matt Penman Rhiannon Josland

60,000 80,000

4.80 6.40

Ilya Shereshevsky Matt Penman

50,000 60,000

5.00 6.00

Ilya Shereshevsky Matt Penman

50,000 60,000

4.00 4.80

Hemant Maharaj Ilya Shereshevsky

20,000 50,000

2.00 5.00

Hemant Maharaj Ilya Shereshevsky

20,000 50,000

1.60 4.00

Chris Davidson Hemant Maharaj

7,400 20,000

0.74 2.00

Chris Davidson Hemant Maharaj

7,400 20,000

0.59 1.60

Chris Davidson

7,400

0.74

Chris Davidson

250,000 7,400

20.00 0.59

TOTAL

1,000,000

100%

1,250,000 250,000

100% 20.00

Name

Fig. X Fig. X Fig. 22

Name Shares Post-Offer (if fully subscribed)

Name

New Shares

TOTAL 1,000,000 100% Marketing This cash funds initial user acquisition and associated marketing costs to advance and strengthen the growth of the business in the early months until income is flowing in. Marketing User Acquisition

$140,000

Operating Expenses $28,000 Operational expenses are associated with upscaling server infrastructure, rent co-work space, as New staff Operational expensesperson/administrator associated with upscaling server infrastructure, renting co-work well askey hire support for day-to-day management, where required. To enable local growth, regional community managers in Auckland and space as well as expansion potentially and hiring founders and / or external contractors. Christchurch would need to be hired to handle regional operations. The budget covers the New key staff income laglocal period for the first months of their role. Travel $4,000 To enable expansion and few growth, regional community managers in Auckland and

Christchurch would need to be setting-up hired to handle regional operations. The budget covers the Travel expenses associated with regional operations. Travel lag period for the first few months of their role. income Travel expenses associated with setting-up regional operations.

Fig. X

$138,000

69%

$10,00

$20,00

10%

$20,00

10%

$4,000

70%

14%

$12,000

$4,000 $12,000

2% 6%

Cost of offer $16,000 Cost ofshare reward scheme Cost of share offer To attract newfunds shareholders and incentivise theirasinvestment. Raising these incurs compliance costs such legal fees, PledgeMe fees and Raising these funds incurs compliance costs such as legal fees, PledgeMe fees and business business consulting costs. consulting costs. Cost of share offer

8% $12,000 $16,000

6% 8%

$16,000

Travel Cost of reward scheme To attract investors like yourself assetting-up shareholders. Travel expenses associated with regional operations. To attract new shareholders and incentivise their investment.

Fig. Fig. X 23

1,250,000 100% $138,000 69%

This cash funds initial user acquisition and associated marketing costs to advance and Operating expenses This cash funds user and marketing costs to advance andin. strengthen theinitial growth of acquisition the business in associated the early months until income is flowing Operational expenses associated server infrastructure, co-work strengthen the growth are of the business with in theupscaling early months until income startsrent flowing in. space, as well as hireexpenses support person/administrator for day-to-day management, where required. Operating

Cost of PledgeMe rewards

Raising these funds incurs compliance costs such as legal fees, PledgeMe fees and business consulting costs.

Characteristic Management Team

Range in Value Competition Range in Value $0 to $0.60 M Competition

Target Company Contribuion applied Target Company $0.40 M Contribuion applied

Size of Prize Management Team

$0 to $0.30 M $0 to $0.60 M

$0.05 M $0.40 M

Technology and IP Size of Prize

$0 to $0.20 M $0 to $0.30 M

$0.05 M $0.05 M

Customer Validation Technology and IP

$0 to $0.30 M $0 to $0.20 M

$0.10 M $0.05 M

Competition Customer Validation

$0 to $0.20 M $0 to $0.30 M

$0.05 M $0.10 M

Sales Channels Competition Other Factors Sales Channels TOTAL Other Factors

$0 to $0.20 M $0 to $0.20 M $0 to $0.20 M $0 to $0.20 M $0 to $0.20 M $0 to $0.20 M

$0.10 M $0.05 M $0.05 M $0.10 M $0.80 M $0.05 M

TOTAL

$0 to $0.20 M

$0.80 M

Characteristic

27 27

21.6 Projected Scenarios Our projected scenario for our financial forecast and user base is derived from the following anticipated scenario but may change in the future: “App launch with existing user base between 2,000 and 3,000 pre-registrations, extensive user acquisition possible through full $200k raise, well received creative (i.e. Facebook ads, Illustrations, etc.), strong appetite in the market for the product that support high conversation rates; and reasonable strong growth anticipated (number new app installs per month) but market average activation ratio (approx. 50% of all app install retain as active user) and consistent supply and demand (number of drivers vs passengers.”

21.7 Assumptions Our financial forecast is projected here based on the scenario outlined above and centred on the following assumptions: •

Total projected number of sign-ups at Year 1, Month 1 – 2,500 with an activation rate of 50%, consistent for Year 1 – Year 3.

•

A projected growth rate between 8% and 30% split across Year 1 – Year 3.

•

A ratio of 80% commuter based to 20% one-off shared rides, consistent for Year 1 – Year 3.

•

For commuters a ratio of 60% Passenger and 40% driver and for one-off shared rides 70% Passenger and 30% Driver, consistent for Year 1 – Year 3.

•

Commuters may do average 1x trip a day (conservatively either in the morning or evening) and commute in Year 1 on average 5x working days per month, Year 2 on average 10x working days per month and in Year 3 on average 15x working days per month.

•

Average daily one-off shared rides per user will be 1x per day spread out over an average of 4 days per month.

•

An occupancy rate for commuting trips in year 1 at 75% for 2x people (1x Passenger/ 1x Driver) per vehicle, 20% for 3x people (2x Passenger/ 1x Driver) and 5% for 4x people (3x Passenger/ 1x Driver) per vehicle; which is in-line with Chariots founding research and international research. This ratio is expected to change in years to come with decrease in percentage for 2x people per vehicle and increase in percentage for 3x and 4x people per vehicle.

•

The occupancy rate for one-off shared rides in year 1 is projected at 90% for 2x people, 7% for 3x people and 3% for 4x people. It is also expected that this ratio change in years to come similar to occupancy rates for commuting trips.

•

The average distance travelled for commuter trips is expected to be about 6.20km which represents the average of lower, medium and upper commuting travel distances (NZ Statistic, mode share of journey to work).

•

The average distance travelled for one-off shared rides it is expected to be around 65km, comprising of a mixed number of short “city” trips and long haul “intercity” trips.

•

The average Cost per Installation (CPI) or cost per sign-up is expected to be around $2.75 which results from a completed Facebook advertisement experiment conducted in early March 2015.

21.8 Financial Forecasts The following financial forecast for the projected scenario is what we currently expect but this may change in the future. The forecast is based on our best assumptions about user acquisition, average user activity, average cost per installation and costing model at this point in time.

Fig. 24

31 March 2015

31 March 2016

31 March 2017

31 March 2018

Revenue

1,136,112

11,228,863

63,722,554

Less: Direct Cost

1,009,749

9,971,067

56,580,219

Gross: Profit

126,362

1,257,796

7,142,335

Expenses

202,886

445,136

1,556,180

Net Operating Profit (EBIT)

-76,523

812,660

5,576,156

Tax @ 28%

206,118

1,561,324

Net Profit/ Loss After Tax

-76,523

606,524

4,014,831

All amounts in this Financial Forecast are in NZD and exclusive of GST.

Notes: Year 1 Tax Loss Carried forward Year 2 Tax Liability Net Tax Payable Year 2

21,426.44 227,544.80 $206,118.36

21.9 Targeted Key Performance Metrics Fig. 25 Total No. Sign-ups

450,000

394,710

400,000

Total No. Active users Total No. Paying Passengers

350,000 300,000 250,000

197,355

200,000 100,000 50,000

126,307

112,824

150,000

44,804

22,402 13,889

56,412

34,975

Y1, M12

Y2, M12

Y3, M12

Projected User Summary Year 1 â&#x20AC;&#x201C; Year 3

21.10 Potential Future Company Valuation The below potential future valuation is based on our forecast EBIT (Earnings Before Interest, Tax), but this may change in the future. The referenced multipliers are based on the current global industry multipliers in the market for transportation (EV/EBIT 15.20x) and software (systems & applications) (EV/EBIT 18.27x). We believe these multipliers are used for hailing apps for Taxi services, Lyft, Uber, Sidecar or BlaBlacar (i.e. similar business that are operating in a similar or the same industry). 16 17 Since none of these aforementioned companies are publicly valued, accurate comparable multipliers are not available. Uber, for example, has had incredibly strong international growth which has driven very high multipliers. For the purpose of this calculation of the potential future company valuation, a multiplier in the range of 5x to 10x (with strong growth in this industry) seems credible. 18 Fig. 26

Financial Year

EBIT

Multiples

Potential Valuation

2016/17

$812,660

5.0 – 10.0 15.20 – 18.27

$4,063,000 – $8,126,600 $12,352,432 – $14,847,298

2017/18

$5,576,156

5.0 – 10.0 15.20 – 18.27

$27,880,780 – $55,761,560 $84,757,571 – $101,876,370

21.11 Loans No shareholder loans, debt finance or any other loans are owed at the time of this offer.

21.12 Audit We have not yet conducted an audit, because we are a start-up less than 1 year old since founding and have generated nil revenue to date. However, we intend to conduct an audit under our new shareholding structure – from the financial year 2015/16 onwards. We will use the services of a reputable audit firm.

Global Industry Multiplier retrieved at http://www.stern.nyu.edu/~adamodar/New_Home_Page/data. html, Aswath Damodaran, Prof. Stern University NY, USA, http://www.damodaran.com, 17

URL: http://www.softwareequity.com/Reports/201503_Monthly_Flash_Report.pdf

http://www.businessinsider.com.au/uber-revenue-2014-6

21.3 Future finance The money raised from this offer is intended to provide Chariot with the necessary funds to commercialise the app and for user acquisition. If the demand for growth, expansion, marketing and user acquisition significantly surpasses the amount we can finance with this share offer we may consider other finance options. These may include Angel Investment, Venture Capital funding, equity / debt funding or Convertible notes funding. Should opportunities requiring significantly increased user base, expansion, development and management arise, and the board of directors deem it necessary, we may raise more money to fund further growth. The Chariot constitution ensures that all current shareholders have the pre-emptive right to purchase further shares (and, as such, avoid dilution of their shareholding), unless the issue is approved by an ordinary resolution.

21.4 What if we don’t raise the money? It’s not ideal and not what we have imagined – though it certainly won’t stop us from keeping on going!

22 Return on Investment

We did talk to a wide range of people to get a feeling what they want to see to be incentivised for their investment. What we experienced was surprisingly positive they want to be a driver of change and part of something special – making a big dent in the current transportation system.

22.1 Our Rewards All Chariot Ridesharing Limited shareholders receive:

Fig. 28

•

Part ownership in one of the most promising and dynamic technology start-ups, not only in New Zealand - in the world.

•

Full value shares with equal rights around dividends, and any other financial disbursements, for all shareholders (where applicable)

•

An invitation to the Chariot Ridesharing Limited annual shareholder meeting.

Shareholders pledging $100 to $9,999 (125 to 12,499 shares) receive Investor Shares and: Pledged Value

Share parcels Reward/Incentive receiving

$100 - $249

125 - 311

Chariot Starter Kit: Car treats and Chariot bumper sticker

$250 - $999

313 - 1,249

VIP Pass: Invitation to exclusive Unlimited Chariot Launch Party with free drinks & nibbles, and Chariot car sticker

$1,000 - $2,499

1,250 - 3,124

Chariot Grand Prix: Exclusive Chariot Indoor Kart Grand Prix Enduro Teams Racing Challenge voucher incl. catering and Chariot Car Sticker (Akl, Wgtn, Chch)

$2,500 - $4,999

3,125 - 6,249

Air Chariot: Helicopter Flight voucher Unlimited (Akl, Wgtn, Chch) and Chariot T-shirt

$5,000 - $9,999 6,250 - 12,499

Fig. 28

Dinner with the Mayor: Dinner with Wellington Mayor Celia Wade-Brown at Logan Brown or Charlie Nobles, and Chariot T-shirt

Available Quantity Unlimited

Unlimited

Limited Guests

Shareholders pledging $10,000 and above (12,500 and above shares) receive Ordinary Shares (with full voting rights) and: Pledged Value

Share parcels Reward/Incentive receiving

Available Quantity

$10,000 $19,000

12,00 - 24,9999 Pimp My Ride: Personalised Premium Number Plate and a Chariot T-shirt

Unlimited

$20,000+

25,000+

The Platinum Chariot Card: 5,000km free rides with Chariot and a Chariot T-shirt

Unlimited

22.2 Returns In the years to come we intend for all of our shareholders to receive attractive rewards and healthy dividends, while we continue to build a thriving business and grow internationally. However, it is envisaged that no dividend payment will be made over the next three years unless a reasonable net profit is achieved, and the Board deems it prudent. The undistributed dividends will increase the amount of retained earnings, as a strategy to strengthen the company’s financial position for sustainable future growth, to increase the company’s net worth, and subsequently the market value if it goes public. The Board will review this policy annually. In the event that an opportunity of a liquidity event arises which is too good for our shareholders to miss out, we would certainly consider it. This could include being acquired or an initial public offering (IPO).

22.3 Share Types Your rights as a shareholder are important to us and therefore we need to consider every aspect of the law. We would like to remain substantially flexible without adding the burden of becoming a “Code Company”. A Code Company is required to comply with the Takeovers Code which can lead to significant compliance costs. We have therefore structured this share offer to ensure that the threshold for becoming a Code company is not met. We have done this by ensuring there will be less than 50 voting share parcels after the new shares are issued. Our constitution is written to ensure all of our shares have the same value and all shareholders’ rights are protected. There are two classes of shares available in Chariot: Investor class shares and Ordinary shares. Investor class shares carry the same rights as Ordinary shares in terms of dividends and other distributions, but not the right to vote. Although they are ‘nonvoting’ in a general sense, Investor shareholders still have a right to vote in specific limited circumstances, namely on any decision: •

that affects rights attached to those Investor shares;

•

to put the Company into liquidation;

•

for the disposal of the whole, or a material part, of the property, business, and undertaking of the Company;

Investor class shareholders will have the added assurance that there will (hopefully) be some new investors who hold Ordinary class shares. Those new ordinary shareholders will be unrelated to the founding shareholders, and will get to vote on shareholder matters more generally. All shareholders have the protections afforded to them in the Companies Act. These protections are encapsulated in duties imposed on directors. The directors are required to act in good faith and in what they believe to be the company’s best interests, which (generally) correlate with the best interests of the shareholders. Shareholders also receive the protections of the procedural rules that relate to specific types of transactions.

23 Strategy

23. 1 What is our current state of play? From an initial idea and a few discussions in June 2014, to 9 active team members today, who have spent thousands of hours outside their day job – after hours, nights and weekends, we have come a long way. We started by mapping out the user workflow, then analysed hundreds of completed questionnaires, built a live wireframe (prototype) which was tested in the field to identify improvements, and then spent many hours designing and fine tuning 100+ app screens between 2 designers and a user experience expert, resulting in a state of the art user interface and user experience. From here we started building the app with our team of 4 developers who are now well across the technology management, services integration, database, API and front end development. Our website promotes pre-registrations and has already seen just about 1,000 people sign up to get an email when the app launches. A user acquisition experiment of testing various styles of messaging and design against its performance (conducted on Facebook for over 5 days) resulted in approx. 700 pre-registrations and 1,000+ Facebook likes. The experiment highlighted two facts. Firstly, our creative was more than twice as successful as we had expected and provided us with confidence to continue with our current marketing strategy of focusing on performance media (e.g. Facebook). Secondly, there is a huge demand in the market and appetite for our app that confirms our previous surveys. With this capital raising we are expecting the rate of pre-registrations and postlaunch sign-ups to dramatically increase in the months to come. Currently the hybrid mobile app is in the final phases of build; the database and the API are ready and are now being integrated into the actual mobile app. An alpha release is anticipated early April 2015 and pre-registered users will be invited for testing purposes.

23. 2 Potential Strategic Partnerships To expand its business, Chariot plans to establish strategic partnerships with: •

existing carpooling and ride sharing companies to access an existing customer base for growth;

•

oil and transportation companies for reduced fuel prices or vouchers;

•

associations such as AA for discounted memberships;

•

vehicle service stations or garages for discounted inspections and tyres;

•

Loyalty NZ for Flybuys rewards scheme for customer engagement and retention, as well as other mutually beneficial partnerships.

Partnerships with local councils and enterprise will be considered for endorsement and marketing purposes.

23.2.1 In Progress •

NZ Police - As an alternative to the standard vetting process (background checks) through the Ministry of Justice (MoJ) we are working with NZ Police to become an approved Police Vetting Service Provider (Agency) to conduct background checks of all users independently. Negotiations progressing but final decision pending.

23.2.2 Meetings Held •

Z Energy - Early discussions have resulted in an interest to support Chariot due to synergies in the field of sustainability and transportation. Discussion for endorsement and possible funding has yet to be progressed.

•

Loyalty NZ - Loyalty NZ’s programme FlyBuys expressed their interest in expanding their services outside large retailers to include mobile applications such as Chariot. It is believed we could become one of the first mobile applications offering the FlyBuys loyalty programme to its customers. Multiple meetings have been held to-date but yet to be finalised.

•

CarJam - To automatically retrieve vehicle check reports we have approached CarJam. From initial conversations, CarJam expressed their interest for a JV with possible future investment. CarJam could offer access to 300,000 members in NZ. Meetings have been held and further meetings are planned to arrange for the second half of 2015 to validate interest.

•

Greater Wellington Regional Council’s (GWRC) - Letscarpool.govt.nz carpooling programme has a network in the range of approx. 9,000 commuters across all New Zealand regions which are managed by Regional Councils. Initial meetings, presentation held at the Annual Letscarpool.govt.nz Meeting and discussion between GWRC and Chariot indicated that if Chariot becomes an established and sustainable business, a partnership and user shift to Chariot is considered. We will resume discussion in the near future.

23.2.3 In the Pipeline •

Automotive Association (AA) - A partnership with AA expects offering to Chariot users a reduced AA membership and participation in the smart fuel programme. This idea is yet to be followed-up and meetings are yet to be arranged.

•

Mobile Carrier - Teaming up with a mobile carrier such as Vodafone, 2degrees, Telecom or Skinny Mobile would expect the pre-installation of the Chariot app in Android smartphones to assist advanced growth. It is planned that those who register for Chariot app would receive a monetary voucher towards its first ride with Chariot. Mobile carriers yet to be approached and meetings are yet to be organised.

23.3 Customer Retention Strategy Chariot requires a fairly large user base in key locations (Wellington, Auckland and Christchurch) to launch effectively and to avoid a large drop off following initial campaigns. Growing the platform quickly is the key to our retention strategy. This will provide a constant serviceable base to all users. Once individuals have been converted to users, ongoing engagement to encourage the continued use of Chariot will be part of Chariotâ&#x20AC;&#x2122;s loyalty and reward scheme.

23.3.1 Customer Relationship Our users will be the foundation of our business. They and must, therefore, gain significant value from using the app. Relationship management will involve the process of customer acquisition, engagement and retention. A dedicated community manager will be key to this relationship management. Gamification will also play a role in our customer relationship management strategy including, for example, the ability to earn / unlock badges and / or taking part in a competitive achievement structure.

23.4 Growth Strategy Chariot is a highly scalable business model; we plan to grow our business rapidly in New Zealand through user acquisition focused marketing and possible joint ventures and partnerships. For further growth we aim to acquire carpool and ride sharing websites as well as mobile applications with a potential for membership transference to Chariot. Where acquisition is not possible a joint venture or partnership may be considered. To support our planned accelerated growth and expansion into overseas markets further future investment via Angel Investors and/or Venture Capital may be considered at an appropriate time. Chariot may also consider listing on an appropriate stock exchange at an appropriate time.

23.5 Expansion Strategy Like many other technology companies, Chariot plans to focus on its domestic market first. After the initial marketing launch in the metropolitan areas of Wellington, Auckland and Christchurch, Chariot will, shortly after, also be marketed in other key areas such as Dunedin and Hamilton. Chariot intends to cover all other remaining cities and towns by the end of year one of operations. The company plans to grow and hire additional team members to support its expansion into Australia in year two of operations. Eventually, Chariot hopes hope to take the business into the European, North American and Asian markets. Over the next 6 months, investment will be utilised to achieve speed-to-market, with a focus on user acquisition via digital media and earned media (publicity).

23.6 Potential Exits The directors do not have a predetermined view on how / if we will exit, but Chariot shareholders could face various scenarios to exit the business. The following briefly outlines two potential scenarios. I. Selling Business / being acquired by oil or transportation companies due to synergies, competitors like Uber or Lyft as we become a strong competitor in their off-shore markets, rental car companies or other social enterprises with a focus on share economies. II. Market Capitalisation â&#x20AC;&#x201C; IPO at an appropriate stock market at an appropriate time.

Additional Info

Other disclosures Chariot is not aware of any other disclosures that affect this offer.

About PledgeMe PledgeMe helps Kiwis turn their dreams into reality through crowdfunding. Crowdfunding is a model of raising money. Take a goal you want to achieve. Turn to your crowd of friends, family, and fans. Ask them to make pledges to your project, and if you combine all that love, it’s more than your goal, you’ve made it!

Legal Information

A note from the Chariot Management Team This Information Memorandum (IM) has been prepared by Chariot Ridesharing Limited. We have utilised information that we believe to be reliable as at the date of this document. All reasonable endeavours are made to ensure the accuracy of the information. However, the information is provided without warranties of any kind including accuracy, completeness, timeliness or fitness for any particular purpose. The purpose of this document is solely for information purposes to assist recipients in making their own evaluation of whether they wish seek more information regarding Chariot’s intended offer on PledgeMe. Nothing in this Information Memorandum constitutes an offer capable of acceptance. PledgeMe is licensed and regulated by the Financial Markets Authority and, if Chariot Ridesharing Limited proceeds to make an offer, any such offer will only be capable of acceptance on PledgeMe’s website. The details of the offer may differ from the information in this document.

A note from PledgeMe Any share offer is risky. Issuers using this facility include new or rapidly growing ventures. Investment in these types of business is very speculative and carries high risks. You may lose your entire investment, and must be in a position to bear this risk without undue hardship. New Zealand law normally requires people who offer financial products to give information to investors before they invest. This requires those offering financial products to have disclosed information that is important for investors to make an informed decision. The usual rules do not apply to offers by issuers using this facility. As a result, you may not be given all the information usually required. You will also have fewer other legal protections for this investment. Ask questions, read all information given carefully, and seek independent financial advice before

Contact Information

Chariot Ridesharing Limited Dr. Thomas Kiefer, CEO M: +64 (0)21 0522 141 E: tom@chariot.co.nz 14 Concord St Lower Hutt 5014 Wellington, New Zealand

PledgeMe Anna Guenther, CEO M: +64 (0) 27 2543 185 E: anna@pledgeme.co.nz 113 Tory St Wellington, New Zealand

Appendix A Projected Financial Statements (share offer) Financial Position of Chariot Ridesharing Limited (Fully Subscribed) For the first three years of operation

Cash Flow Forecast of Chariot Ridesharing Limited (Fully Subscribed)

Forecast & Sensitivity Analysis of Chariot Ridesharing Limited (Fully Subscribed)

Profit and Loss Statement of Chariot Ridesharing Limited (Fully Subscribed) For the first three years of operation