Common use of Pro Forma Financial Information Clause in Contracts

Pro Forma Financial Information. The pro forma financial information set forth below portrays how our spin-off from Digimarc might have affected our historical financial information if it had occurred on March 31, 2008 for balance sheet purposes and on January 1, 2007 for income statement purposes. As you read this, you should be aware that the pro forma financial information is presented for informational purposes only, and is not intended to show what our financial position or results of operations would have been had we been operating as an independent, publicly-traded company during these periods or what our financial position or results of operations might be in the future. The pro forma financial information should be read with our historical financial statements included in this information statement and the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations." How we prepared the pro forma financial information We prepared the pro forma financial information based upon our historical financial statements adjusted to reflect our estimate of the effect of events that are directly attributable to the spin-off, expected to have a continuing effect on our operations, and are factually supportable. The pro forma adjustments were derived from available information and were based on assumptions that we believe are reasonable and that reflect our current intentions. Events that are reflected in the pro forma financial information The pro forma financial information reflects: • the impact on cash receipts and expenditures related to the merger and spin-off; and • our conversion from a limited liability company to a Delaware corporation pursuant to the DMRC Corporation merger, the authorization and issuance of preferred stock, and distribution of our common stock to the stockholders of Digimarc. Events that are not reflected in the pro forma financial information The pro forma financial information does not reflect: • estimated expenses and related reimbursement under the transition services agreement with L-1; and • expected, incremental expenses as a stand-alone company versus the allocation of shared services methodology as applied to the financial statements in this information statement. DMRC Corporation Unaudited Pro Forma Statement of Operations For the Year Ended December 31, 2007 (In thousands, except per share data) Historical The Transaction Pro Forma Revenue: Service $ 7,806 $ 7,806 License and subscription 5,219 5,219 Total revenue 13,025 — 13,025 Cost of revenue: Service 3,815 3,815 License and subscription 217 217 Total cost of revenue 4,032 — 4,032 Gross profit 8,993 — 8,993 Operating expenses: Sales and marketing 2,453 2,453 Research, development and engineering 2,912 2,912 General and administrative 3,345 3,345 (5) Intellectual Property 1,593 1,593 Total operating expenses 10,303 — 10,303 Operating income (loss) (1,310 ) — (1,310 ) Other income (expense), net 1,387 1,387 Income (loss) before provision for income taxes 77 — 77 Provision for income taxes (22 ) (22 ) Net income (loss) $ 55 $ $ 55 Pro Forma Net income (loss) per share—basic and diluted $ 0.01 Weighted average shares outstanding—basic and diluted 7,225 30 DMRC Corporation Unaudited Pro Forma Statement of Operations For the Three Months Ended March 31, 2008 (In thousands, except per share data) Historical The Transaction Pro Forma Revenue: Service $ 2,548 $ 2,548 License and subscription 2,537 2,537 Total revenue 5,085 — 5,085 Cost of revenue: Service 1,349 1,349 License and subscription 59 59 Total cost of revenue 1,408 — 1,408 Gross profit 3,677 — 3,677 Operating expenses: Sales and marketing 656 656 Research, development and engineering 922 922 General and administrative 980 980 (5) Intellectual Property 478 478 Total operating expenses 3,036 — 3,036 Operating income (loss) 641 — 641 Other income (expense), net 294 294 Income (loss) before provision for income taxes 935 — 935 Provision for income taxes (11 ) (11 ) Net income (loss) $ 924 $ $ 924 Pro Forma Net income (loss) per share—basic and diluted $ 0.13 Weighted average shares outstanding—basic and diluted 7,225 31 DMRC Corporation Unaudited Pro Forma Balance Sheet As of March 31, 2008 (In thousands, except share data) Historical The Transaction Pro Forma ASSETS Current assets: Cash and cash equivalents $ 33,586 $ 16,600 $ 50,186 (2) Short-term investments 3,849 3,849 Trade accounts receivable, net 3,233 3,233 Other current assets 278 278 Total current assets 40,946 16,600 57,546 Property and equipment, net 1,167 1,167 Other assets, net 386 386 Total assets $ 42,499 $ 16,600 $ 59,099 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and other accrued liabilities $ 411 $ 8,400 $ 8,811 (1) Accrued payroll and related costs 325 325 Deferred revenue 3,029 3,029 Total current liabilities 3,765 8,400 12,165 Long-term liabilities 220 220 Total liabilities 3,985 8,400 12,385 Commitments and contingencies Stockholders' equity: Net parent's investment 38,514 (38,514 ) — Preferred stock 50 50 (4) Common stock 7,225 7,225 (2)(3) Additional paid-in capital 39,439 39,439 (2)(3)(4) Total stockholders' equity 38,514 8,200 46,714 Total liabilities and stockholders' equity $ 42,499 $ 16,600 $ 59,099 The transactions included in the unaudited pro-forma balance sheet reflects the following:

Pro Forma Financial Information. The Unaudited Pro Forma Financial Information is presented for illustrative purposes only to give effect to the Merger on YIT’s financial information. The unaudited pro forma combined consolidated statement of financial information set forth below portrays how our spin-off from Digimarc might have affected our historical financial information position as at June 30, 2017 gives effect to the Merger as if it had occurred on March that date. The unaudited pro forma combined consolidated statements of income for the six months ended June 30, 2017 and for the year ended December 31, 2008 for balance sheet purposes and 2016 give effect to the Merger as if it had occurred on January 1, 2007 for income statement purposes2016. As you read thisThe Unaudited Pro Forma Financial Information has been prepared in accordance with the Annex II to the Commission Regulation (EU) No 809/2004, you should be aware that as amended, and with the accounting principles applied in YIT’s audited consolidated financial statements. The Unaudited Pro Forma Financial Information reflects the application of pro forma financial adjustments that are preliminary and are based upon available information is and certain assumptions described in the accompanying notes to the Unaudited Pro Forma Financial Information and that YIT believes are reasonable under the circumstances. Actual results of the Merger may materially differ from the assumptions used in the Unaudited Pro Forma Financial Information presented in this Offering Circular. The Unaudited Pro Forma Financial Information has been prepared by YIT for informational illustrative purposes onlyonly and it addresses a hypothetical situation, and is not intended to show what our necessarily indicative of the actual financial position or results of operations of YIT that would have been realized had we been operating the Merger occurred as an independentat the dates indicated, publicly-traded company during these periods or what our nor is it meant to be indicative of any anticipated financial position or future results of operations might that YIT will experience going forward. In addition, the unaudited pro forma combined consolidated statements of income do not reflect any expected cost savings or synergy benefits that are expected to be in the futuregenerated or incurred. The pro forma Unaudited Pro Forma Financial Information does not include all information required to be included in financial information statements prepared in accordance with IFRS and they should be read together with our the historical financial statements included information of YIT and Lemminkäinen incorporated by reference into this Offering Circular. See also “Unaudited Pro Forma Financial Information” and “Risk factors – Risks relating to the Merger”. The Unaudited Pro Forma Financial Information in this information statement Offering Circular is presented for illustrative purposes only and may differ materially from the section entitled "Management's Discussion actual operating results and Analysis financial position of Financial Condition the Combined Company following completion of the Merger. Alternative performance measures This Offering Circular includes certain performance measures of YIT’s and Results of Operations." How we prepared the pro forma financial information We prepared the pro forma financial information based upon our Lemminkäinen’s historical financial statements performance, financial position and cash flows, which, in accordance with the “Alternative Performance Measures” guidance issued by ESMA are not accounting measures defined or specified in IFRS and are therefore considered alternative performance measures. YIT presents the following alternative performance measures: · Operating profit, which is defined as net result for the period before taxes, finance expenses and finance income. · Operating profit margin, %, which is defined as operating profit as a percentage of revenue. · Adjusted operating profit, which is defined as operating profit excluding adjusting items. · Adjusted operating profit margin, %, which is defined as adjusted operating profit as a percentage of revenue. · Adjusting items, which are material items outside ordinary course of business, such as gains and losses arising from the divestments of a business or part of a business, impairment charges of goodwill and plots of land, impairment charges of property plant and equipment and other assets, costs on the basis of statutory personnel negotiations and adaption measures, costs related to reflect our estimate of the effect of events that are directly attributable to the spin-offbusiness acquisitions, expected to have a continuing material effect on our operations, profit and are factually supportable. The pro forma adjustments were derived loss from available information and were disputes based on assumptions that we believe are reasonable a decision by a court or arbitration proceedings and that reflect our current intentions. Events that are reflected in the pro forma financial information The pro forma financial information reflects: • the impact on cash receipts and expenditures transaction costs related to the planned merger transaction. · Operating cash flow after investments, excluding discontinued operations, which is defined as operating cash flow after investments as presented in consolidated cash flow statement less cash flows from discontinued operations. · Gross investments, which is investments in property, plant and spinequipment and intangible assets, excluding additions in financial leases, and investments in subsidiaries, associated companies and joint ventures. · Return on equity, %, which is calculated by dividing the result for the period by average of the total equity in the opening and closing balance sheet. · Interest-off; bearing debt, which is defined as total of non-current borrowings and • our conversion current borrowings. · Return on investment (rolling 12-months), %, which is calculated by (i) adding result before taxes to financial expenses and net of exchange rate differences for the rolling 12-months (ii) dividing this sum by the average of the sum of total equity and interest-bearing debt in the opening and closing balance sheet for the rolling 12-month period. · Equity ratio at the end of the period, %, which is calculated by dividing total equity by total assets less advances received. · Interest-bearing net debt at the end of the period, which is defined as interest-bearing debt less cash and cash equivalents and interest-bearing receivables. · Gearing at the end of the period, %, which is calculated by dividing interest-bearing debt less cash and cash equivalents by total equity. · Adjusted operating profit (POC), which is operating profit in the segment reporting excluding adjusting items. · Return on investment (rolling 12-months), % (POC), which is calculated using the same definitions as Return on investment (rolling 12-months), % but based on segment reporting information. Lemminkäinen presents the following alternative performance measures: · Operating profit / loss, which is defined as result for the period from continuing operations before income taxes and net finance income and costs. · Operating margin, which is defined as operating profit / loss as a limited liability company to a Delaware corporation pursuant percentage of net sales. · Interest-bearing net debt1, which is defined as non-current and current interest-bearing liabilities less liquid funds. · Liquid funds, which is sum of cash and cash equivalents and current available-for-sale financial assets · Equity ratio12, which is calculated by dividing total equity by total equity and liabilities less advance payments received. · Gearing12, which is calculated by dividing interest-bearing liabilities less liquid funds by total equity. 12 Lemminkäinen has presented the share of loans that corresponds to the DMRC Corporation merger, sold portion of the authorization and issuance of preferred stock, and distribution of our common stock to the stockholders of Digimarc. Events apartments that are not reflected still under construction as non-interest-bearing current liability under line item advanced payments received in the pro forma statement of financial position thus that amount has been included in the equity ratio but not included in the interest-bearing net debt, gearing or return on capital employed of Lemminkäinen. · Return on capital employed (ROCE)12, rolling 12 months, which is calculated by dividing (i) operating profit / loss by (ii) sum of quarterly average of total equity and quarterly average of interest-bearing liabilities. · Gross investments, which is period’s investment in non-current assets excluding sale of assets. YIT and Lemminkäinen present alternative performance measures as additional information The pro forma to financial measures presented in the consolidated statement of income, consolidated statement of financial position and consolidated cash flow statement prepared in accordance with IFRS. YIT believe that adjusted operating profit and adjusted operating profit, POC measures provide meaningful supplemental information does not reflect: • estimated expenses and related reimbursement under the transition services agreement with L-1; and • expected, incremental expenses as a stand-alone company versus the allocation of shared services methodology as applied to the financial measures presented in the consolidated income statement prepared in accordance with IFRS to YIT’s management and the readers of consolidated financial statements by excluding items outside ordinary course of business, which reduce comparability from period to period. YIT presents operating cash flow after investments excluding discontinued operations, gross investments, return on equity, return on investment, equity ratio, interest-bearing net debt at the end of the period and gearing at the end of the period as complementing measures, which are, in YIT’s view, useful measures of YIT’s ability to obtain financing and service its debts and provides additional information of the cash flow needs of YIT’s operations. Lemminkäinen presents interest-bearing net debt, equity ratio, gearing, return on capital employed and gross investments as complementing measures, which are, in Lemminkäinen’s view, useful measures of Lemminkäinen’s ability to obtain financing and service its debts and provides additional information of the cash flow needs of Lemminkäinen’s operations. Alternative performance measures are not accounting measures defined or specified in IFRS and, therefore, they are considered non-IFRS measures, which should not be viewed in isolation or as a substitute to the IFRS financial measures. Companies do not calculate alternative performance measures in a uniform way and, therefore, the alternative performance measures presented in this information statement. DMRC Corporation Unaudited Pro Forma Statement of Operations For the Year Ended December 31, 2007 (In thousands, except per share data) Historical The Transaction Pro Forma Revenue: Service $ 7,806 $ 7,806 License Offering Circular may not be comparable between YIT and subscription 5,219 5,219 Total revenue 13,025 — 13,025 Cost of revenue: Service 3,815 3,815 License and subscription 217 217 Total cost of revenue 4,032 — 4,032 Gross profit 8,993 — 8,993 Operating expenses: Sales and marketing 2,453 2,453 Research, development and engineering 2,912 2,912 General and administrative 3,345 3,345 (5) Intellectual Property 1,593 1,593 Total operating expenses 10,303 — 10,303 Operating income (loss) (1,310 ) — (1,310 ) Other income (expense), net 1,387 1,387 Income (loss) before provision for income taxes 77 — 77 Provision for income taxes (22 ) (22 ) Net income (loss) $ 55 $ $ 55 Pro Forma Net income (loss) per share—basic and diluted $ 0.01 Weighted average shares outstanding—basic and diluted 7,225 30 DMRC Corporation Unaudited Pro Forma Statement of Operations For the Three Months Ended March 31, 2008 (In thousands, except per share data) Historical The Transaction Pro Forma Revenue: Service $ 2,548 $ 2,548 License and subscription 2,537 2,537 Total revenue 5,085 — 5,085 Cost of revenue: Service 1,349 1,349 License and subscription 59 59 Total cost of revenue 1,408 — 1,408 Gross profit 3,677 — 3,677 Operating expenses: Sales and marketing 656 656 Research, development and engineering 922 922 General and administrative 980 980 (5) Intellectual Property 478 478 Total operating expenses 3,036 — 3,036 Operating income (loss) 641 — 641 Other income (expense), net 294 294 Income (loss) before provision for income taxes 935 — 935 Provision for income taxes (11 ) (11 ) Net income (loss) $ 924 $ $ 924 Pro Forma Net income (loss) per share—basic and diluted $ 0.13 Weighted average shares outstanding—basic and diluted 7,225 31 DMRC Corporation Unaudited Pro Forma Balance Sheet As of March 31, 2008 (In thousands, except share data) Historical The Transaction Pro Forma ASSETS Current assets: Cash and cash equivalents $ 33,586 $ 16,600 $ 50,186 (2) Short-term investments 3,849 3,849 Trade accounts receivable, net 3,233 3,233 Other current assets 278 278 Total current assets 40,946 16,600 57,546 Property and equipment, net 1,167 1,167 Other assets, net 386 386 Total assets $ 42,499 $ 16,600 $ 59,099 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and Lemminkäinen or with similarly named measures presented by other accrued liabilities $ 411 $ 8,400 $ 8,811 (1) Accrued payroll and related costs 325 325 Deferred revenue 3,029 3,029 Total current liabilities 3,765 8,400 12,165 Long-term liabilities 220 220 Total liabilities 3,985 8,400 12,385 Commitments and contingencies Stockholders' equity: Net parent's investment 38,514 (38,514 ) — Preferred stock 50 50 (4) Common stock 7,225 7,225 (2)(3) Additional paid-in capital 39,439 39,439 (2)(3)(4) Total stockholders' equity 38,514 8,200 46,714 Total liabilities and stockholders' equity $ 42,499 $ 16,600 $ 59,099 The transactions included in the unaudited pro-forma balance sheet reflects the following:companies.

Pro Forma Financial Information. The Pro Forma Information is presented for illustrative purposes only to give effect to the Merger of Altia and Arcus to Combined Company’s financial information as if the Merger had been undertaken at an earlier date. The pro forma financial information set forth below portrays how our spin-off from Digimarc might have affected our historical financial information income statements for the six months ended 30 June 2020 and for the year ended 31 December 2019 give effect to the Merger as if it had occurred on March 31, 2008 for balance sheet purposes and on 1 January 1, 2007 for income statement purposes. As you read this, you should be aware that the pro forma financial information is presented for informational purposes only, and is not intended to show what our financial position or results of operations would have been had we been operating as an independent, publicly-traded company during these periods or what our financial position or results of operations might be in the future2019. The pro forma balance sheet as at 30 June 2020 gives effect to the Merger as if it had occurred on that date. The Pro Forma Information is unaudited. The Pro Forma Information has been compiled in accordance with the Annex 20 to the Commission Delegated Regulation (EU) 2019/980 and on a basis consistent with the accounting principles applied by Altia in its consolidated financial statements prepared in accordance with IFRS. The Pro Forma Information has not been compiled in accordance with Article 11 of Regulation S-X under the U.S. Securities Act or the guidelines established by the American Institute of Certified Public Accountants. The Pro Forma Information reflects adjustments to historical financial information should be read with our historical financial statements included in this information statement and the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations." How we prepared the to give pro forma financial information We prepared the pro forma financial information based upon our historical financial statements adjusted effect to reflect our estimate of the effect of events that are directly attributable to the spin-off, expected to have a continuing effect on our operations, Merger and which are factually supportable. The pro forma adjustments were derived from available information include certain assumptions related to the fair value of purchase consideration, the purchase price allocation, accounting policy alignments and were other adjustments described in the accompanying notes to the Pro Forma Information and which are considered to be reasonable under the circumstances. Considering the ongoing regulatory approval processes which restricts Altia’s access to detailed data of Arcus, the pro forma adjustments presented are preliminary and based on information available at this time, thus subject to change. There can be no assurance that the assumptions that we believe are reasonable used in the preparation of the Pro Forma Information will prove to be correct and that reflect our current intentions. Events that are the final impact of the Merger at the Effective Date to the financial information of Altia may materially differ from the pro forma adjustments reflected in the pro forma Pro Forma Information. The hypothetical financial position and results of operations included in the Pro Forma Information are not necessarily indicative of what the Combined Company’s financial position or financial performance actually would have been had the Merger been completed as of the dates indicated and does not purport to project the operating results or financial position of the Combined Company as of any future date. The Pro Forma Information does not include all information required to be included in financial statements prepared in accordance with IFRS and they should be read together with the historical financial information The pro forma financial information reflects: • the impact on cash receipts of Altia and expenditures related Arcus incorporated by reference into this Merger Prospectus. See also “Unaudited Pro Forma Financial Information” and “Risk Factors – Risks Related to the merger Merger – The Unaudited Pro Forma Financial Information in this Merger Prospectus is presented for illustrative purposes only and spin-off; may differ materially from the Combined Company’s actual results of operations and • our conversion from a limited liability company to a Delaware corporation pursuant to financial position following the DMRC Corporation mergerMerger”. Alternative Performance Measures This Merger Prospectus includes certain performance measures of Altia’s and Arcus’ historical financial performance, financial position and cash flows, which, in accordance with the authorization “Alternative Performance Measures” guidance issued by the European Securities and issuance of preferred stockMarkets Authority (“ESMA”), are not accounting measures defined or specified in IFRS, and distribution of our common stock to therefore are considered as alternative performance measures. Xxxxx presents the stockholders of Digimarc. Events that are not reflected following alternative performance measures: · Operating result · Return on equity (XXX), % · EBITDA · Return on invested capital (ROI), % · EBITDA margin, % · Borrowings · Comparable operating result · Net debt · Comparable operating margin, % · Gearing, % · Comparable EBITDA · Equity ratio, % · Comparable EBITDA margin, % · Net debt / Comparable EBITDA · Items affecting comparability · Earnings / share · Invested capital · Equity / share Xxxxx presents the following alternative performance measures: · Operating result · Adjusted EBITDA margin, % · EBITDA · Items affecting comparability · EBITDA margin, % · Net debt · Adjusted operating result · Equity ratio, % · Adjusted operating margin, % · Earnings / share · Adjusted EBITDA · Organic Growth in revenues Altia and Arcus present the pro forma financial alternative performance measures as additional information The pro forma financial information does not reflect: • estimated expenses and related reimbursement under the transition services agreement with L-1; and • expected, incremental expenses as a stand-alone company versus the allocation of shared services methodology as applied to the financial statements measures presented in the consolidated income statement, consolidated balance sheet, consolidated statement of cash flows, and the notes prepared in accordance with IFRS. In Altia’s and Arcus’ view, alternative performance measures provide management, investors, securities market analysts, and other parties with relevant and useful additional information on the results of operations, financial position, and cash flows of Altia and Arcus. For the detailed definitions and reasons for the use and reconciliation of alternative performance measures, see “Selected Consolidated Financial Information – Selected Consolidated Financial Information of Altia” and “– Selected Consolidated Financial Information of Arcus”. Alternative performance measures should not be viewed in isolation or as a substitute to the IFRS financial measures and they are not accounting measures defined or specified in IFRS. All companies do not calculate alternative performance measures in a uniform way, and therefore, the alternative performance measures presented in this Merger Prospectus may not be comparable with similarly named measures presented by other companies. Unless otherwise stated, the alternative performance measures are unaudited. Rounding Adjustments The figures presented in this Merger Prospectus, including the financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum of the numbers in a column or row in tables may not conform exactly to the total figure given for that column or row. In addition, certain percentages presented in this Merger Prospectus reflect calculations based upon the underlying information statement. DMRC Corporation Unaudited Pro Forma Statement of Operations For prior to rounding and, accordingly, may not conform exactly to the Year Ended December 31, 2007 (In thousands, except per share data) Historical The Transaction Pro Forma Revenue: Service $ 7,806 $ 7,806 License and subscription 5,219 5,219 Total revenue 13,025 — 13,025 Cost of revenue: Service 3,815 3,815 License and subscription 217 217 Total cost of revenue 4,032 — 4,032 Gross profit 8,993 — 8,993 Operating expenses: Sales and marketing 2,453 2,453 Research, development and engineering 2,912 2,912 General and administrative 3,345 3,345 (5) Intellectual Property 1,593 1,593 Total operating expenses 10,303 — 10,303 Operating income (loss) (1,310 ) — (1,310 ) Other income (expense), net 1,387 1,387 Income (loss) before provision for income taxes 77 — 77 Provision for income taxes (22 ) (22 ) Net income (loss) $ 55 $ $ 55 Pro Forma Net income (loss) per share—basic and diluted $ 0.01 Weighted average shares outstanding—basic and diluted 7,225 30 DMRC Corporation Unaudited Pro Forma Statement of Operations For percentages that would be derived if the Three Months Ended March 31, 2008 (In thousands, except per share data) Historical The Transaction Pro Forma Revenue: Service $ 2,548 $ 2,548 License and subscription 2,537 2,537 Total revenue 5,085 — 5,085 Cost of revenue: Service 1,349 1,349 License and subscription 59 59 Total cost of revenue 1,408 — 1,408 Gross profit 3,677 — 3,677 Operating expenses: Sales and marketing 656 656 Research, development and engineering 922 922 General and administrative 980 980 (5) Intellectual Property 478 478 Total operating expenses 3,036 — 3,036 Operating income (loss) 641 — 641 Other income (expense), net 294 294 Income (loss) before provision for income taxes 935 — 935 Provision for income taxes (11 ) (11 ) Net income (loss) $ 924 $ $ 924 Pro Forma Net income (loss) per share—basic and diluted $ 0.13 Weighted average shares outstanding—basic and diluted 7,225 31 DMRC Corporation Unaudited Pro Forma Balance Sheet As of March 31, 2008 (In thousands, except share data) Historical The Transaction Pro Forma ASSETS Current assets: Cash and cash equivalents $ 33,586 $ 16,600 $ 50,186 (2) Short-term investments 3,849 3,849 Trade accounts receivable, net 3,233 3,233 Other current assets 278 278 Total current assets 40,946 16,600 57,546 Property and equipment, net 1,167 1,167 Other assets, net 386 386 Total assets $ 42,499 $ 16,600 $ 59,099 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and other accrued liabilities $ 411 $ 8,400 $ 8,811 (1) Accrued payroll and related costs 325 325 Deferred revenue 3,029 3,029 Total current liabilities 3,765 8,400 12,165 Long-term liabilities 220 220 Total liabilities 3,985 8,400 12,385 Commitments and contingencies Stockholders' equity: Net parent's investment 38,514 (38,514 ) — Preferred stock 50 50 (4) Common stock 7,225 7,225 (2)(3) Additional paid-in capital 39,439 39,439 (2)(3)(4) Total stockholders' equity 38,514 8,200 46,714 Total liabilities and stockholders' equity $ 42,499 $ 16,600 $ 59,099 The transactions included in relevant calculations were based upon the unaudited pro-forma balance sheet reflects the following:rounded numbers.

Pro Forma Financial Information. The Below is the unaudited pro forma condensed financial information set forth below portrays how our spin-off from Digimarc might have affected our historical financial information if it had occurred on March 31, 2008 for and related notes thereto which give effect to the Agreement and Loan Agreement transactions. The following unaudited pro forma condensed balance sheet purposes sets forth pro forma adjustments giving effect to the Agreement and Loan Agreement transactions as if the transaction had been completed on September 30, 2018. The following unaudited pro forma condensed statements of operations sets forth pro forma adjustments giving effect to the Agreement and Loan Agreement transactions as if such transactions had been completed on January 1, 2007 for income statement purposes2017, the beginning of the earliest period presented. As you read this, you should be aware that the The pro forma financial information is presented for informational purposes onlyadjustments are (1) directly attributable to the Agreement and Loan Agreement transactions, (2) factually supportable, and is (3) expected to have a continuing impact on Midwest’s consolidated results of operations. The unaudited pro forma condensed balance sheet as of September 30, 2018 has been derived from: ● the unaudited historical condensed consolidated balance sheet of Midwest as of September 30, 2018; ● the unaudited historical costs included in the Agreement of net liabilities to be transferred; ● the unaudited agreed upon Ceding Commission paid by the Reinsurer; and ● the unaudited consideration received under the Loan Agreement transaction. The unaudited pro forma condensed statement of operations for the nine months ended September 30, 2018 and the year ended December 31, 2017 have been derived from (i) the unaudited historical consolidated statement of operations of Midwest for the nine months ended September 30, 2018; and (ii) the audited historical consolidated statement of operations of Midwest for the year ended December 31, 2017. The unaudited pro forma condensed combined balance sheet does not intended purport to show represent what our Midwest’s financial position would have been had the Agreement and Loan Agreement transactions actually been consummated on September 30, 2018, or what Midwest’s results of operations would have been had we the Agreement and Loan Agreement transactions actually been operating as an independentconsummated on January 1, publicly-traded company during these periods or what our 2017. The unaudited pro forma condensed financial information is not indicative of Midwest’s future financial position or results of operations and does not reflect future events that may occur after the Agreement and Loan Agreement transactions, including, but not limited to, the anticipated realization of ongoing savings from operating efficiencies or the costs and expenses of new operations and lines of business that might be in the futureundertaken by American Life. The unaudited pro forma condensed financial information statements have been derived from and should be read in conjunction with our the historical consolidated financial statements included and accompanying notes contained in this information statement and Midwest’s Annual Report on Form 10-K for the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations." How we prepared the pro forma financial information We prepared the pro forma financial information based upon our historical financial statements adjusted to reflect our estimate of the effect of events that are directly attributable to the spin-off, expected to have a continuing effect on our operations, and are factually supportable. The pro forma adjustments were derived from available information and were based on assumptions that we believe are reasonable and that reflect our current intentions. Events that are reflected in the pro forma financial information The pro forma financial information reflects: • the impact on cash receipts and expenditures related to the merger and spin-off; and • our conversion from a limited liability company to a Delaware corporation pursuant to the DMRC Corporation merger, the authorization and issuance of preferred stock, and distribution of our common stock to the stockholders of Digimarc. Events that are not reflected in the pro forma financial information The pro forma financial information does not reflect: • estimated expenses and related reimbursement under the transition services agreement with L-1; and • expected, incremental expenses as a stand-alone company versus the allocation of shared services methodology as applied to the financial statements in this information statement. DMRC Corporation Unaudited Pro Forma Statement of Operations For the Year Ended year ended December 31, 2007 2017, as amended, and Midwest’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018. MIDWEST HOLDING INC. UNAUDITED PRO FORMA CONDENSED BALANCE SHEET AS OF SEPTEMBER 30, 2018 Pro forma September 30, 2018 Xenith Adjustments Pro forma Assets Investments $ 18,201,355 $ - $ 18,201,355 Policy loans 399,355 - (In thousands, except per share data356,919 ) Historical The Transaction Pro Forma Revenue: Service $ 7,806 $ 7,806 License and subscription 5,219 5,219 Total revenue 13,025 — 13,025 Cost of revenue: Service 3,815 3,815 License and subscription 217 217 Total cost of revenue 4,032 — 4,032 Gross profit 8,993 — 8,993 Operating expenses: Sales and marketing 2,453 2,453 Research, development and engineering 2,912 2,912 General and administrative 3,345 3,345 b 42,436 Cash 555,443 18,500,000 a (514,705,173 ) Intellectual Property 1,593 1,593 Total operating expenses 10,303 — 10,303 Operating income d 4,350,270 Amounts recoverable from reinsurers 22,923,590 - 22,923,590 Due premiums 562,909 - (loss218,224 ) (1,310 ) — (1,310 ) Other income (expense)b 344,685 Deferred acquisition costs, net 1,387 1,387 Income 1,889,107 - (loss1,889,107 ) before provision for income taxes 77 — 77 Provision for income taxes c - Intangible assets 1,031,916 - (22 331,916 ) (22 ) Net income (loss) $ 55 $ $ 55 Pro Forma Net income (loss) per share—basic and diluted $ 0.01 Weighted average shares outstanding—basic and diluted 7,225 30 DMRC Corporation Unaudited Pro Forma Statement of Operations For the Three Months Ended March 31, 2008 (In thousands, except per share data) Historical The Transaction Pro Forma Revenue: Service $ 2,548 $ 2,548 License and subscription 2,537 2,537 Total revenue 5,085 — 5,085 Cost of revenue: Service 1,349 1,349 License and subscription 59 59 Total cost of revenue 1,408 — 1,408 Gross profit 3,677 — 3,677 Operating expenses: Sales and marketing 656 656 Research, development and engineering 922 922 General and administrative 980 980 (5) Intellectual Property 478 478 Total operating expenses 3,036 — 3,036 Operating income (loss) 641 — 641 c 700,000 Other income (expense), net 294 294 Income (loss) before provision for income taxes 935 — 935 Provision for income taxes (11 ) (11 ) Net income (loss) $ 924 $ $ 924 Pro Forma Net income (loss) per share—basic and diluted $ 0.13 Weighted average shares outstanding—basic and diluted 7,225 31 DMRC Corporation Unaudited Pro Forma Balance Sheet As of March 31, 2008 (In thousands, except share data) Historical The Transaction Pro Forma ASSETS Current assets: Cash and cash equivalents $ 33,586 $ 16,600 $ 50,186 (2) Short-term investments 3,849 3,849 Trade accounts receivable, net 3,233 3,233 Other current assets 278 278 Total current assets 40,946 16,600 57,546 Property and equipment, net 1,167 1,167 Other assets, net 386 386 573,004 - 573,004 Total assets $ 42,499 46,136,679 $ 16,600 18,500,000 $ 59,099 LIABILITIES AND (17,501,339 ) $ 47,135,340 Liabilities and Stockholders' Equity Liabilities: Benefit reserves $ 25,700,874 $ - $ (9,601,435 ) b 16,099,439 Policy claims 368,884 - (104,975 ) b 263,909 Deposit-type contracts 17,718,559 - (10,738,567 ) b 6,979,992 Deferred gain on coinsurance transaction 919,145 - - c 919,145 Notes payable 600,000 18,500,000 a - 19,100,000 Other liabilities 1,682,932 - (86,367 ) b 1,596,565 Total Liabilities 46,990,394 18,500,000 (20,531,344 ) 44,959,050 STOCKHOLDERS' EQUITY Current liabilitiesMezzanine Equity: Accounts payable and other accrued liabilities $ 411 $ 8,400 $ 8,811 (1) Accrued payroll and related costs 325 325 Deferred revenue 3,029 3,029 Total current liabilities 3,765 8,400 12,165 Long-term liabilities 220 220 Total liabilities 3,985 8,400 12,385 Commitments and contingencies Preferred stock 1,500,000 - 1,500,000 Stockholders' equityEquity: Net parent's investment 38,514 (38,514 ) — Preferred stock 50 50 (4) Common stock 7,225 7,225 (2)(3) 22,874 - 22,874 Additional paid-in capital 39,439 39,439 33,006,242 - 33,006,242 Accumulated deficit (2)(3)(433,924,321 ) - 3,069,690 e (30,854,631 ) Accumulated other comprehensive loss (1,458,510 ) - (39,685 ) c (1,498,195 ) Total stockholdersStockholders' equity 38,514 8,200 46,714 Total liabilities Equity (2,353,715 ) - 3,030,005 676,290 TOTAL LIABILITIES & STOCKHOLDERS' EQUITY 46,136,679 18,500,000 (17,501,339 ) 47,135,340 3 MIDWEST HOLDING INC. UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 Pro forma Pro forma September 30, 2018 Adjustments Combined Income: Premiums $ 1,427,997 $ (1,381,961 ) f $ 46,036 Investments 330,426 - 330,426 Miscellaneous Income 78,709 (6,394 ) f 72,315 1,837,132 (1,388,355 ) 448,777 Expenses: Death and stockholders' equity other benefits 939,080 (797,498 ) f 141,582 Increase in benefit reserves 179,625 (234,246 ) f (54,621 ) Amortization of deferred acquisition costs 261,735 (261,735 ) f - Salaries and benefits 1,471,914 1,471,914 Other operating expenses 2,626,581 (91,813 ) g 2,534,768 5,478,935 (1,385,292 ) 4,093,643 Loss from operations (3,641,803 ) (3,063 ) (3,644,866 ) Income tax expense - - - Net loss $ 42,499 (3,641,803 ) $ 16,600 (3,063 ) $ 59,099 The transactions included (3,644,866 ) Net loss per common share, basic and diluted $ (0.16 ) $ (0.16 ) MIDWEST HOLDING INC. UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2017 Pro forma Pro forma December 31, 2017 Adjustments Combined Income: Premiums $ 2,981,546 $ (2,060,172 ) f $ 921,374 Investments 952,965 - 952,965 Gain on Unified Transaction - 3,069,690 e 3,069,690 Miscellaneous Income 568,596 (10,555 ) 558,041 4,503,107 998,963 5,502,070 Expenses: Death and other benefits 1,646,757 (1,089,737 ) f 557,020 Increase in the unaudited pro-forma balance sheet reflects the following:benefit reserves 698,018 (424,692 ) f 273,326 Amortization of deferred acquisition costs 404,110 (384,589 ) f 19,521 Salaries and benefits 2,143,449 - 2,143,449 Other operating expenses 2,359,844 (22,067 ) g 2,337,777 7,252,178 (1,921,085 ) 5,331,093 Loss from operations (2,749,071 ) 2,920,048 170,977 Income tax expense - - - Net loss $ (2,749,071 ) $ 2,920,048 $ 170,977 Net loss per common share, basic and diluted $ (0.12 ) $ 0.01 MIDWEST HOLDING INC. NOTES TO THE UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION