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Hyperknowledge AG Shareholder Report March 20 , 2013 HHyyppeerrkknnooww lleeddggee AAGG SShhaarreehhoollddeerr RReeppoorrtt MMaarrcchh 2200,, 22001133 Hyperknowledge AG Page 2 www.whycode.com Dear Shareholder We write to :  Inform you of a change of leadership  Provide a report on our financial performance  Inform you of a potential threat to our survival  Inform you of a Convertible Loa n offer to shareholders Change of Leadership Trevor Davies Trevor Davies has retired as Chief Executive Officer in order to focus all available time on joint venture opportunities with leading companies in the information technology and internet media i ndustries. Such ventures opportunities could include licensing of our technology , investment in our equity , or acquisition of our Company . Up until now , focus on such ventures has not been possible . The challenge of securing the Compa ny during a sustained period of economic crisis has absorbed all av ailable time . A further consideration has been the judgement that , due to further important development work, the Company’s technology will be a lot m ore attractive to joint venture partners in 2013 than in 20 12 . Trevor has also offered to stand aside as Chairman of our Board if this is in th e best interests of the Company . He is the founder of the Company and inventor of the W HY Code technology. Previously, he was a partner at PwC (now IBM Business Services) , in charge of relationships with the Information Technology industry. Jo Ferri To enable the above change , Jo Ferri has stepped up to the role of Chief Executive Officer . Jo re-joi ned the Company in January 201 3. During a previous period with the Company , he was responsible for several ‘$1 million plus’ sales to organizations such as Citigroup and Abbey National . Jo has extensive contacts with a range of senior managers in global organizations across the USA , and can ensure that our products, services and operations are tightly aligned to the real and urgent needs of modern organizations. Board of Directors The Company is also in advanced discussion s with several people who it feels can strengthen its Board of Directo rs, strengthen its network of senior indu stry contacts , and increase its attractiveness to major new investors. The above changes s ignal the Company’s belief that after several years of rationalisation and severe cost containment, 2013 can be a year of value creation. HHyyppeerrkknnooww lleeddggee AAGG SShhaarreehhoollddeerr RReeppoorrtt MMaarrcchh 2200,, 22001133 Hyperknowledge AG Page 3 www.whycode.com From Survival to Growth Prior to the global economic crisis of 2008, our Company had shown good signs of growth and rea listic possibilities of investment from Microsoft, IBM or oth er large technology vendor . But the Company was severely damaged by the economic crisis. S ince this time, the primary objective s have been survival and protection of our investment. Funding has been difficult during this period of economic uncertainty and our Company has survived via severe cost cutting , tight financial control , and via convertible loans from shareholders, primarily Trevor Davies. This has been a time to survive ; a time to wait out the storm and prepare for a better economic climate . But now, w e believe that the Company has a good platform upon which t o grow. Our technology could realist ically become a global standard for all knowledge workers in today’s knowledge era . Our website is now based on the very latest ‘Cloud Technology’ and we have a cost efficient and scalable operation . The following short videos illustrate how we add value for today’s knowledge worker: Leadership: www.whycode.com/whypointsobama.aspx Strategy: www.whycode.com/whypointsamazon.as px Alignment: www.whycode.com/whypointsbalancedscorecard.aspx Innovation: www.whycode.com/whypointslinkedin.as px Communication: www.whycode.com/whypointsolympics.aspx Understanding: www.whycode.com/whypointswhytreesgrow.aspx Please do visit our website which has advanced substantially during the last year. Future Cash Flow and Funding Needs – A Potential Threat For the year ahea d, Jo Ferri and his team forecast a dramatic increase in revenues and a dramatic increase in visitors to our website. The operations plan for next financial year has a revenue target in excess of $10 million. Whilst such revenue growth must not be relied upon, this target does serve to illustrate the Company’s increased confidence. The Company’s funding need for the year ahead is a modest CHF 362,500 (GBP 250,000). Thi s worst case scenario assumes that no further sales are made in 2013, other than recurring sales already known. This is somewhat pessimistic but does serve to illustrate the very low fixed cost now associated with our operation. Additionally, the Company has no significant d ebt other than to shareholders. This further strengthens its resilience. Shareholders are however advised that the Company’s survival in recent years has been primarily due to funding from Trevor Davies . T his source of funding is now ex hausted. If the Company cannot secure the above modest funding need (pro rata over the next four months) then the Company’s viability will be at serious risk . Consequently, the Company may be required to take action that will result in a minimal or zero return to shareholders. HHyyppeerrkknnooww lleeddggee AAGG SShhaarreehhoollddeerr RReeppoorrtt MMaarrcchh 2200,, 22001133 Hyperknowledge AG Page 4 www.whycode.com Financial Performance As we enter the last month of this financial year , it seems likely that revenue s will have declined. This is partly due to our transition to new Web -based revenue stream s, partly due to the global economic clima te, and partly due to lack of resources available for sales & marketing activity. But, t he Ordinary Loss is likely to improve versus the prior year due to tight financial controls. And, t he Company is likely to report a positive Net Income for the second consecutive year due to the release from the Balance Sheet of provisions no longer required. Financial statements for the prior year are audited and approved by the Company’s Annual General Meeting. Financial statements for the current yea r are based on management accounts and O perations estimates provided at end of February 2013. CHF 2013 2012 (Estimate) (Actual) Revenues 337,955 432,987 Cost of Sale 49,086 56,340 Gross Margin 288,870 376,647 Ordinary Expense 316,523 454,028 Ordinary Income (Loss) -27,654 -77,380 Extraordinary Income 55,874 103,853 Net Income before Tax 28,220 26,472 Current Assets 149,192 22,052 Fixed & Intangible Assets 4,428,527 4,330,587 Total Assets 4,577,719 4,352,639 Current Liabilities 164,502 146,749 Long Term Liabilities 1,483,898 1,304,791 Total Liabilities 1,648,400 1,451,540 Shareholder Equity 2,929,319 2,901,099 Total Liabilities & Equity 4,577,719 4,352,639 Hyperknowledge AG 12 months to March 31 HHyyppeerrkknnooww lleeddggee AAGG SShhaarreehhoollddeerr RReeppoorrtt MMaarrcchh 2200,, 22001133 Hyperknowledge AG Page 5 www.whycode.com 2013 Convertible Loan Shareholders may feel that there is risk associated with further investment in the Company and the terms of this offer are set accordingly:  Shareholders are invited to loan the Company funds upon which interest will accrue at the rate of 10 % of the principal per annum.  Convertible Loan Holders may convert their outstanding loans (principal plus interest) to shares in the Company at a discoun t of 90% to the lowest share price offered at any time in the preceding ten years .  Alternatively, Convertible Loan Holders who do not wish to convert to shares may elect for repayment of their loan (principal plus inter est) at any time after one year, sub ject to one month notice. The Company can also elect to repay unconverted loan s at any time after one year , subject to one month not ice.  This offer is extended to all shareholders . There is no minimum or maximum limit to the value of individual application s.  In the event that the total value of applications exceeds the program maximum , Convertible Loans offered to individual shareholders may be subject to a maximum limit , proportionate to their individual shareholding divided by the total shareholding of pa rticipating shareholders. This Convertible Loan offer is open to ALL existing shareholders until April 19 , 2013. If this is of interest, please contact us at the email address below. To help ensure that management stay focused on market facing activity , Mike Moulder will act as the first point of contact for investors. Mike’s relationship with many shareholders ma kes him ideal for this purpose and Mike can arrange discussions or product demonstrations as needed. Mike can be contacted directly or at the ad dress below. investors@hyperknowledge.com HHyyppeerrkknnooww lleeddggee AAGG SShhaarreehhoollddeerr RReeppoorrtt MMaarrcchh 2200,, 22001133 Hyperknowledge AG Page 6 www.whycode.com Exit or Liquidity Event The Company’s principal objective in the year ahead is to achieve a liquidity event for shareholders via a partial or full trade sale of the Company’s equity. The Company will of course seek to maximize shareholder value. Conclusion In decision making, u ppermost in our mind s has been the protection of our investment. It is possible that we could have acc elerated our growth during the last year bu t it was felt that the risk of a n ensuing cash crisis and business failure would have been considerable. As a consequence, o ur investment is intact and we have a potentially valuable web asset at our disposal, su pported by patents and other intellectual property. We have eliminated many problems that were holding us back. If we can execute our strategy in the months ahead , then we will achieve a good return on our investment upon exit . Yours sincerely Jo Ferri Ch ief Executive Officer Trevor Davies Chairman

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