●●●develop additional levels of management within the Group;locate additional office space in various countries; andmaintain close co-ordination among engineering, operations, legal, finance, sales and marketingand cus<strong>to</strong>mer service and support organisations.The net proceeds from the Placing will help <strong>to</strong> control these risks.Moreover, as sales increase, the Direc<strong>to</strong>rs may be required <strong>to</strong> concurrently deploy the Group’s servicesinfrastructure at multiple additional locations or provide increased levels of cus<strong>to</strong>misation. The Groupmay lack the resources <strong>to</strong> deploy mobile marketing services on a timely and cost-effective basis due <strong>to</strong>the lack of available resources. Failure <strong>to</strong> accomplish any of these requirements would seriously harmthe Group’s ability <strong>to</strong> deliver the Group’s mobile marketing services platform in a timely fashion, fulfilexisting cus<strong>to</strong>mer commitments and attract and retain new cus<strong>to</strong>mers.The Group may be required <strong>to</strong> reduce its prices <strong>to</strong> compete successfully, or it may incur increased orunexpected costs, which could have a material adverse effect on the Group’s operating results and financialcondition.The intensely competitive market in which the Group conducts its business may require it <strong>to</strong> reduceprices, which could negatively impact operating results. The market is highly fragmented with a numberof companies providing one or more competitive offerings <strong>to</strong> the Group’s marketing and advertisingplatform. New entrants seeking <strong>to</strong> gain market share by introducing new technology, products orservices may make it more difficult for the Group <strong>to</strong> sell its products and services and could result inincreased pricing pressure, reduced profit margins, increased sales and marketing expenses or the lossof market share or expected market share, any of which may significantly harm the Group’s business,operating results and financial condition.Moreover, the Group may experience cost increases or unexpected costs which may also negativelyimpact on operating results, including increased or unexpected costs related <strong>to</strong>:●●●●the implementation of new data centres and expansion of existing data centres, as well asincreased data centre rent, hosting and bandwidth costs;the replacement of ageing equipment;acquiring key technologies <strong>to</strong> support or expand the Group’s mobile marketing services solution;andacquiring new technologies <strong>to</strong> comply with newly implemented regulations.Any unanticipated costs associated with the foregoing items would have a material adverse effect onbusiness, operating results and the financial condition of the Group.Acquisitions or investments may be unsuccessful and may divert management’s attention and consumesignificant resources.The Direc<strong>to</strong>rs seek <strong>to</strong> evaluate acquisitions or make investments in other businesses, or acquireindividual products and technologies. Any future acquisition or investment may require the Group <strong>to</strong>use significant amounts of cash, issue potentially dilutive equity securities or incur debt. In addition,acquisitions involve numerous risks, any of which could harm the Group’s business, including:●●●●●●difficulties in integrating the operations, technologies, services and personnel of any acquiredbusinesses;cultural challenges associated with integrating employees from the acquired company in<strong>to</strong> theGroup’s organisation;ineffectiveness or incompatibility of acquired technologies or services;additional financing required <strong>to</strong> make contingent payments;potential loss of key employees of acquired businesses;inability <strong>to</strong> maintain the key business relationships and the reputations of acquired businesses;39
●●●●●●diversion of management’s attention from other business concerns;inability <strong>to</strong> maintain internal standards, controls, procedures and policies, which could affect theGroup’s ability <strong>to</strong> receive an unqualified attestation from independent accountants regarding theeffectiveness of reporting procedures of the Group;litigation for activities of the acquired companies, including claims from dismissed employees,cus<strong>to</strong>mers, former shareholders or other third parties;in the case of foreign acquisitions, the need <strong>to</strong> integrate operations across different cultures andlanguages and <strong>to</strong> address the particular economic, currency, political and regula<strong>to</strong>ry risksassociated with specific countries;failure <strong>to</strong> successfully further develop the acquired technology; andincreased fixed costs.Any of the above difficulties, if not overcome, may undermine the success of an acquisition or mergerand therefore could have a significant adverse impact on the financial position of the Group.The Group depends on the services of key personnel <strong>to</strong> implement its strategy. If the Group loses theservices of its key personnel or is unable <strong>to</strong> attract and retain other qualified personnel, the Group may beunable <strong>to</strong> implement its strategy.The Direc<strong>to</strong>rs believe that the future success of the Group’s business depends on the services of anumber of key management and operating personnel, including Panagiotis Dimitropoulos (theFounder of the Group), Konstantinos Korletis (Chief Executive Officer), Veronica Nocetti (FinanceDirec<strong>to</strong>r), Kostas Papoutsis (Chief Operating Officer), Thodoris Kondilis (Chief Development Officer)and Michael Zervakis (Chief Technology Officer). The Group does not maintain any key-person lifeinsurance policies. Some of these key employees have strong relationships with cus<strong>to</strong>mers and businessmay be harmed if these employees leave the Group and the Group is unable <strong>to</strong> hire suitablereplacements within the applicable notice periods. The loss of members of the Group’s keymanagement and certain other members of its operating personnel could materially adversely affectbusiness, operating results and the financial condition of the Group. For instance, although the ChiefExecutive Officer has recently been successfully treated for a potentially life-threatening illness, therecan be no assurance that there will not be relapse or recurrence of his illness which could prevent himfrom or impair him in discharging his functions as the Chief Executive Officer of the Company.In addition, the Direc<strong>to</strong>rs’ ability <strong>to</strong> manage the Group’s growth depends, in part, on their ability <strong>to</strong>identify, hire and retain additional qualified employees, including technically skilled development andengineering staff. The Group faces intense competition for qualified individuals from numeroustechnology, marketing and mobile software and service companies. Competition for qualifiedpersonnel is particularly intense in many of the large, international metropolitan markets in which theGroup has offices. The Group requires a mix of highly talented engineers as well as individuals in salesand support who are familiar with the marketing and advertising industry. In addition, new hires insales positions require significant training and may, in some cases, take more than a year before theyachieve full productivity. Recent sales force hires and planned hires may not become as productive asthe Direc<strong>to</strong>rs would like, and the Group may be unable <strong>to</strong> hire sufficient numbers of qualifiedindividuals in the future in the markets where it does business. Further, given the rapid pace of theGroup’s expansion <strong>to</strong> date, the Group may be unable <strong>to</strong> attract and retain suitably qualified individualswho are capable of meeting the growing creative, operational and managerial requirements of theGroup, or may be required <strong>to</strong> pay increased compensation in order <strong>to</strong> do so. If the Group isunsuccessful in attracting and retaining these key personnel, the Direc<strong>to</strong>rs’ ability <strong>to</strong> operate theGroup’s business effectively would be negatively affected and the business, operating results andfinancial condition of the Group would be adversely affected.The Group may need <strong>to</strong> raise additional capital <strong>to</strong> grow its business, and the Group may not be able <strong>to</strong>raise capital on terms acceptable <strong>to</strong> it or at all.The operation of the Group’s business and its efforts <strong>to</strong> grow the business further will requiresignificant cash outlays and commitments. The timing and amount of the Group’s cash needs may varysignificantly from current expectation depending on numerous fac<strong>to</strong>rs, including but not limited <strong>to</strong>:40